Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data
MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING
The accompanying consolidated financial statements of Crane Holdings, Co. and subsidiaries have been prepared by management in conformity with accounting principles generally accepted in the United States of America and, in the judgment of management, present fairly and consistently the Company’s financial position and results of operations and cash flows. These statements by necessity include amounts that are based on management’s best estimates and judgments and give due consideration to materiality.
Management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control system was designed to provide reasonable assurance to the Company’s management and board of directors regarding the preparation and fair presentation of published financial statements.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022. In making its assessment, management has utilized the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in its Internal Control—Integrated Framework, released in 2013. Based on our assessment we believe that, as of December 31, 2022, the Company’s internal control over financial reporting is effective based on those criteria.
Deloitte & Touche LLP, the independent registered public accounting firm that also audited the Company’s consolidated financial statements included in this Annual Report on Form 10-K, audited the internal control over financial reporting as of December 31, 2022, and issued their related attestation report which is included herein.
/s/ Max H. Mitchell
Max H. Mitchell
President and Chief Executive Officer
(Principal Executive Officer)
/s/ Richard A. Maue
Richard A. Maue
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
The Section 302 certifications of the Company’s Chief Executive Officer and its Principal Financial Officer have been filed as Exhibit 31 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Crane Holdings, Co.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Crane Holdings, Co. and subsidiaries (the "Company") as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income, cash flows, and changes in equity, for each of the three years in the period ended December 31, 2022 and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 1, 2023, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue – Over-Time Basis — Refer to Note 1 to the financial statements
Audit Matter Description
The Company recognizes revenue as they fulfill their performance obligations and transfer control of products to their customers. The Company has certain revenue contracts with the U.S. government or indirectly to the U.S. government through subcontracts. The clauses of those contracts stipulate that any amounts included in work-in-progress are the property of the U.S. government as they own any work-in progress as the contracted product is being built. The Company uses the cost-to-cost method of determining their progress, measuring progress by comparing costs incurred to date to the total estimated costs to provide the performance obligation. In 2022, the Company recognized approximately $120 million in revenue over time related to contracts in progress as of December 31, 2022.
We identified revenue recognized over time as a critical audit matter because of the judgments necessary for management to determine the margin to be used to estimate revenue for the overtime revenue. This required a high degree of auditor judgment when performing audit procedures to audit management’s estimates of margin at completion used to recognize revenue over time and evaluating the results of those procedures.
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How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures performed related to the recognition of revenue recognized over-time included the following, among others:
• We tested the effectiveness of controls related to the revenue recognized over-time, including management’s controls over costs incurred to date and estimates of margin at completion, as well as the accurate classification of contracts in the system during the order entry process.
• We selected a sample of contracts with customers that were recognized over time and we performed the following:
◦ Evaluated whether the contracts were properly included in management’s calculation of long-term contract revenue based on the terms and conditions of each contract, including whether continuous transfer of control to the customer occurred as progress was made toward fulfilling the performance obligation.
◦ Evaluated the appropriateness and consistency of the methods of calculation and assumptions used by management to develop the margin at completion applied to determine the revenue recognized.
• We tested the mathematical accuracy of management’s calculation of revenue recognized.
• We observed the Company’s physical inventory counts to test the existence of inventory related to contracts with the U.S. government.
• We evaluated management’s ability to estimate future costs and margins at completion accurately by comparing actual costs and margins at completion for similar contracts that were previously completed to management’s historical estimates for such contracts.
/s/ Deloitte & Touche LLP
Stamford, Connecticut
March 1, 2023
We have served as the Company's auditor since 1979.
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CONSOLIDATED STATEMENT OF OPERATIONS
For the year ended December 31,
(in millions, except per share data) 2022 2021 2020
Net sales $ 3,374.9 $ 3,408.0 $ 2,936.9
Operating costs and expenses:
Cost of sales 2,035.1 2,120.3 1,930.7
Selling, general and administrative 797.5 775.4 698.1
Loss on divestiture of asbestos-related assets and liabilities 162.4 — —
Restructuring charges (gains), net 10.4 ( 16.9 ) 32.3
Acquisition-related and integration charges — — 12.9
Operating profit 369.5 529.2 262.9
Other income (expense):
Interest income 3.4 1.4 2.0
Interest expense ( 52.2 ) ( 46.9 ) ( 55.3 )
Gain on sale of business 232.5 — —
Miscellaneous income, net 9.8 19.1 14.9
Total other income (expense) 193.5 ( 26.4 ) ( 38.4 )
Income before income taxes 563.0 502.8 224.5
Provision for income taxes 161.9 67.4 43.4
Net income before allocation to noncontrolling interests 401.1 435.4 181.1
Less: Noncontrolling interest in subsidiaries’ earnings — — 0.1
Net income attributable to common shareholders $ 401.1 $ 435.4 $ 181.0
Earnings per share:
Basic $ 7.11 $ 7.46 $ 3.10
Diluted $ 7.01 $ 7.36 $ 3.08
Average shares outstanding:
Basic 56.4 58.4 58.3
Diluted 57.2 59.2 58.8
See Notes to Consolidated Financial Statements
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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the year ended December 31,
(in millions) 2022 2021 2020
Net income before allocation to noncontrolling interests $ 401.1 $ 435.4 $ 181.1
Components of other comprehensive (loss) income, net of tax
Currency translation adjustment ( 93.3 ) ( 69.2 ) 70.4
Changes in pension and postretirement plan assets and benefit obligation, net of tax 30.0 96.0 ( 53.6 )
Other comprehensive (loss) income, net of tax ( 63.3 ) 26.8 16.8
Comprehensive income before allocation to noncontrolling interests 337.8 462.2 197.9
Less: Noncontrolling interests in comprehensive (loss) income ( 0.2 ) 0.6 ( 0.5 )
Comprehensive income attributable to common shareholders $ 338.0 $ 461.6 $ 198.4
See Notes to Consolidated Financial Statements
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CONSOLIDATED BALANCE SHEETS
Balance as of December 31,
(in millions, except shares and per share data) 2022 2021
Assets
Current assets:
Cash and cash equivalents $ 657.6 $ 478.6
Current insurance receivable - asbestos — 13.7
Accounts receivable, net 474.7 483.0
Inventories, net 439.8 449.1
Other current assets 179.8 118.7
Total current assets 1,751.9 1,543.1
Property, plant and equipment, net 509.9 555.6
Insurance receivable - asbestos — 60.0
Long-term deferred tax assets 8.3 17.7
Intangible assets, net 416.6 467.1
Goodwill 1,527.5 1,583.8
Other assets 176.0 259.3
Total assets $ 4,390.2 $ 4,486.6
Liabilities and equity
Current liabilities:
Short-term borrowings $ 699.3 $ —
Accounts payable 286.6 273.7
Current asbestos liability — 62.3
Accrued liabilities 464.2 442.7
U.S. and foreign taxes on income 38.1 10.6
Total current liabilities 1,488.2 789.3
Long-term debt 543.7 842.4
Accrued pension and postretirement benefits 153.2 231.9
Long-term deferred tax liability 162.4 76.9
Long-term asbestos liability — 549.8
Other liabilities 138.7 161.2
Commitments and contingencies (Note 12)
Equity:
Preferred shares, par value 0.01 ; 5,000,000 shares authorized
— —
Common shares, par value $ 1.00 ; 200,000,000 shares authorized; 72,426,389 shares issued; 56,325,382 and 57,835,865 shares outstanding in 2022 and 2021, respectively
72.4 72.4
Capital surplus 373.8 363.9
Retained earnings 2,822.8 2,527.3
Accumulated other comprehensive loss ( 503.3 ) ( 440.2 )
Treasury stock; 16,101,007 and 14,590,274 treasury shares in 2022 and 2021, respectively
( 864.3 ) ( 691.1 )
Total shareholders’ equity 1,901.4 1,832.3
Noncontrolling interest 2.6 2.8
Total equity 1,904.0 1,835.1
Total liabilities and equity $ 4,390.2 $ 4,486.6
See Notes to Consolidated Financial Statements
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CONSOLIDATED STATEMENTS OF CASH FLOWS
For the year ended December 31,
(in millions) 2022 2021 2020
Operating activities:
Net income before allocations to noncontrolling interests $ 401.1 $ 435.4 $ 181.1
Non-cash loss on divestiture of asbestos-related assets and liabilities 148.9 — —
Gain on sale of business ( 232.5 ) — —
Gain on sale of property ( 2.8 ) ( 18.5 ) —
Depreciation and amortization 118.9 121.1 127.5
Stock-based compensation expense 24.2 24.9 22.3
Defined benefit plans and postretirement credit ( 1.3 ) ( 8.0 ) ( 7.1 )
Deferred income taxes ( 17.6 ) ( 9.6 ) 18.1
Cash (used for) provided by operating working capital ( 2.2 ) 38.0 39.1
Defined benefit plans and postretirement contributions ( 21.8 ) ( 29.4 ) ( 28.4 )
Environmental payments, net of reimbursements ( 5.8 ) ( 5.8 ) ( 4.2 )
Asbestos related payments, net of insurance recoveries ( 29.3 ) ( 44.9 ) ( 31.1 )
Divestiture of asbestos-related assets and liabilities ( 550.0 ) — —
Other 18.6 ( 4.7 ) ( 7.8 )
Total (used for) provided by operating activities $ ( 151.6 ) $ 498.5 $ 309.5
Investing activities:
Proceeds from disposition of capital assets $ 4.3 $ 23.6 $ 4.5
Capital expenditures ( 58.4 ) ( 53.9 ) ( 34.1 )
Proceeds from sale of business 318.1 — —
Purchase of marketable securities — ( 10.0 ) ( 90.0 )
Proceeds from sale of marketable securities — 40.0 60.0
Payment for acquisition - net of cash acquired — — ( 169.5 )
Total provided by (used for) investing activities $ 264.0 $ ( 0.3 ) $ ( 229.1 )
Financing activities:
Dividends paid $ ( 105.9 ) $ ( 100.6 ) $ ( 100.4 )
Reacquisition of shares on open market ( 203.7 ) ( 96.3 ) ( 70.0 )
Stock options exercised, net of shares reacquired 16.2 14.2 5.1
Debt issuance costs — — ( 1.3 )
Proceeds from issuance of commercial paper with maturities greater than 90 days — — 251.3
Repayments of commercial paper with maturities greater than 90 days — ( 27.1 ) ( 296.7 )
Net repayments from issuance of commercial paper with maturities of 90 days or less — — ( 76.8 )
Proceeds from revolving credit facility — — 77.2
Repayments of revolving credit facility — — ( 77.2 )
Proceeds from term loan 399.4 — 343.9
Repayment of term loan — ( 348.1 ) —
Total provided by (used for) financing activities $ 106.0 $ ( 557.9 ) $ 55.1
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For the year ended December 31,
(in millions) 2022 2021 2020
Effect of exchange rates on cash and cash equivalents $ ( 39.4 ) $ ( 12.7 ) $ 21.6
Increase (decrease) in cash and cash equivalents 179.0 ( 72.4 ) 157.1
Cash and cash equivalents at beginning of period 478.6 551.0 393.9
Cash and cash equivalents at end of period $ 657.6 $ 478.6 $ 551.0
Detail of cash (used for) provided by operating working capital
Accounts receivable $ ( 46.8 ) $ ( 58.8 ) $ 138.5
Inventories ( 54.7 ) ( 18.2 ) 35.4
Other current assets ( 8.0 ) ( 18.4 ) ( 5.8 )
Accounts payable 53.3 59.3 ( 102.6 )
Accrued liabilities 28.8 53.8 4.8
U.S. and foreign taxes on income 25.2 20.3 ( 31.2 )
Total $ ( 2.2 ) $ 38.0 $ 39.1
Supplemental disclosure of cash flow information:
Interest paid $ 47.6 $ 44.4 $ 53.8
Income taxes paid $ 147.2 $ 56.3 $ 46.5
See Notes to Consolidated Financial Statements
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CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(in millions, except share data) Common
Shares
Issued at
Par Value Capital
Surplus Retained
Earnings Accumulated
Other
Comprehensive
Loss Treasury
Stock Total
Shareholders’
Equity Noncontrolling
Interest Total
Equity
BALANCE DECEMBER 31, 2019 $ 72.4 $ 315.6 $ 2,112.2 $ ( 483.7 ) $ ( 542.8 ) 1,473.7 $ 2.6 1,476.3
Net income — — 181.0 — — 181.0 0.1 181.1
Cash dividends ($ 1.72 per share)
— — ( 100.4 ) — — ( 100.4 ) — ( 100.4 )
Reacquisition on open market of 1,221,233 shares
— — — — ( 70.0 ) ( 70.0 ) — ( 70.0 )
Exercise of stock options, net of shares reacquired of 183,320
— — — — 8.9 8.9 — 8.9
Stock-based compensation — 22.3 — — — 22.3 — 22.3
Impact from settlement of share-based awards, net of shares acquired — ( 7.2 ) — — 3.3 ( 3.9 ) — ( 3.9 )
Changes in pension and postretirement plan assets and benefit obligation, net of tax — — — ( 53.6 ) — ( 53.6 ) — ( 53.6 )
Currency translation adjustment — — — 70.9 — 70.9 ( 0.5 ) 70.4
BALANCE DECEMBER 31, 2020 72.4 330.7 2,192.8 ( 466.4 ) ( 600.6 ) 1,528.9 2.2 1,531.1
Net income — — 435.4 — — 435.4 — 435.4
Cash dividends ($ 1.72 per share)
— — ( 100.9 ) — — ( 100.9 ) — ( 100.9 )
Reacquisition on open market of 943,048 shares
— — — — ( 96.3 ) ( 96.3 ) — ( 96.3 )
Exercise of stock options, net of shares reacquired of 553,655
— — — — 16.5 16.5 — 16.5
Stock-based compensation — 24.9 — — — 24.9 — 24.9
Impact from settlement of share-based awards, net of shares acquired — 8.3 — — ( 10.7 ) ( 2.4 ) — ( 2.4 )
Changes in pension and postretirement plan assets and benefit obligation, net of tax — — — 96.0 — 96.0 — 96.0
Currency translation adjustment — — — ( 69.8 ) — ( 69.8 ) 0.6 ( 69.2 )
BALANCE DECEMBER 31, 2021 72.4 363.9 2,527.3 ( 440.2 ) ( 691.1 ) 1,832.3 2.8 1,835.1
Net income — — 401.1 — — 401.1 — 401.1
Cash dividends ($ 1.88 per share)
— — ( 105.6 ) — — ( 105.6 ) — ( 105.6 )
Reacquisition on open market of 1,959,069 shares
— — — — ( 203.7 ) ( 203.7 ) — ( 203.7 )
Exercise of stock options, net of shares reacquired of 324,465 shares
— — — — 21.9 21.9 — 21.9
Stock-based compensation — 24.2 — — — 24.2 — 24.2
Impact from settlement of share-based awards, net of shares acquired — ( 14.3 ) — — 8.6 ( 5.7 ) — ( 5.7 )
Changes in pension and postretirement plan assets and benefit obligation, net of tax — — — 30.0 — 30.0 — 30.0
Currency translation adjustment — — — ( 93.1 ) — ( 93.1 ) ( 0.2 ) ( 93.3 )
BALANCE DECEMBER 31, 2022 $ 72.4 $ 373.8 $ 2,822.8 $ ( 503.3 ) $ ( 864.3 ) $ 1,901.4 $ 2.6 $ 1,904.0
See Notes to Consolidated Financial Statements
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 – Nature of Operations and Significant Accounting Policies
Nature of Operations
We are a diversified manufacturer of highly engineered industrial products currently comprised of four reporting segments: Process Flow Technologies, Payment & Merchandising Technologies, Aerospace & Electronics and Engineered Materials. Our primary end markets include commercial and military aerospace, defense and space, chemical production, pharmaceutical production, water and wastewater, non-residential and municipal construction, energy, banknote design and production, payment automation solutions, along with a wide range of general industrial and certain consumer related end markets. See Note 3, “Segment Information” for the relative size of these segments in relation to the total company (both net sales and total assets).
Holding Company Reorganization
On May 16, 2022, Crane Co., a Delaware corporation (“Crane Co.”), completed its previously announced reorganization merger pursuant to the Agreement and Plan of Merger, dated as of February 28, 2022 (the “Reorganization Agreement”), by and among Crane Co., Crane Holdings, Co., a Delaware corporation (“Crane Holdings”), and Crane Transaction Company, LLC, a Delaware limited liability company and, as of immediately prior to the consummation of such merger, a wholly-owned subsidiary of Crane Holdings (“Merger Sub”). The Reorganization Agreement provided for the merger of Crane Co. and Merger Sub, with Crane Co. surviving the merger as a wholly-owned subsidiary of Crane Holdings (the “Reorganization Merger”).
Following the Reorganization Merger, on May 16, 2022, Crane Co. converted from a Delaware corporation into a Delaware limited liability company named “Crane LLC” (such conversion, together with the Reorganization Merger, the “Reorganization”). Following the Reorganization, substantially all of the assets of Crane LLC were distributed, assigned, transferred, conveyed and delivered to, and certain non-asbestos related liabilities of Crane LLC were assumed by, Crane Holdings. On May 17, 2022, Crane LLC converted from a Delaware limited liability company to a Delaware corporation named “Crane Co.” Subsequently, on May 26, 2022, Crane Co. filed a Certificate of Amendment to its Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware, which became effective upon filing, pursuant to which the Crane Co. officially changed its name from “Crane Co.” to “Redco Corporation”. The “Crane Co.” name has been reserved for future use by Crane Holdings.
Divestiture of asbestos-related assets and liabilities
On August 12, 2022, Crane Holdings, Co., Crane Company, a wholly-owned subsidiary of Crane Holdings, Co., and Redco Corporation (“Redco”), then a wholly-owned subsidiary of Crane Company that held liabilities including asbestos liabilities and related insurance assets, entered into a Stock Purchase Agreement (the “Redco Purchase Agreement”) with Spruce Lake Liability Management Holdco LLC (“Redco Buyer”), an unrelated third party and long-term liability management company specializing in the acquisition and management of legacy corporate liabilities whereby Crane Company transferred to Redco Buyer all of the issued and outstanding shares of Redco (the “Redco Sale”). In connection with the Redco Sale, Crane Holdings, Co., on behalf of Crane Company, contributed approximately $ 550 million in cash to Redco, which was funded by a combination of short-term borrowings and cash on hand. As a result of the Redco Sale, all asbestos obligations and liabilities, related insurance assets and associated deferred tax assets have been removed from Crane Holdings, Co.’s consolidated balance sheets effective August 12, 2022. A loss on the divestiture of asbestos-related assets and liabilities of $ 162.4 million was recognized in the consolidated statements of operations for the year ended December 31, 2022.
Sale of Crane Supply
On April 8, 2022, the Company entered into an agreement to sell the Crane Supply business for CAD 380 million on a cash-free and debt-free basis. Subsequent to net working capital and other closing adjustments, the sale closed on May 31, 2022 for CAD 402 million. In August 2022, the Company received CAD 5 million related to a final working capital adjustment. The Company recognized a total gain on sale of $ 232.5 million.
Pending Separation
On March 30, 2022, the Company announced that its Board of Directors unanimously approved a plan to pursue a separation into two independent, publicly-traded companies (the “Separation”). The Separation is expected to occur through a tax-free distribution and is expected to be completed in April, 2023, subject to the satisfaction of customary conditions and final approval by Crane Holdings, Co.’s Board of Directors.
Termination of Agreement to Sell Engineered Materials
On May 16, 2021, we entered into an agreement to sell the Engineered Materials segment to Grupo Verzatec S.A. de C.V. (“Verzatec”) for $ 360 million on a cash-free and debt-free basis. In the second quarter of 2021, the assets and liabilities of the segment were classified as held for sale. On May 26, 2022, Verzatec terminated the sale agreement and paid $ 7.5 million to the
54
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Company in termination fees, which is presented within Miscellaneous income on the Consolidated Statements of Operations. As such, as of June 30, 2022 the Engineered Materials segment is no longer classified as assets held for sale and is presented herein as continuing operations for all periods presented.
Significant Accounting Policies
Accounting Principles. Our consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of Crane Holdings, Co. and our subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. As used in these notes, the terms "we," "us," "our," "Crane" and the "Company" mean Crane Holdings, Co. and our subsidiaries unless the context specifically states or implies otherwise.
Basis of presentation. Certain amounts in the prior years’ consolidated financial statements have been reclassified to conform to the current year presentation.
Due to rounding, numbers presented throughout this report may not add up precisely to totals we provide, and percentages may not precisely reflect the absolute figures.
Use of Estimates. Our accounting principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results may differ from those estimated. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the financial statements in the period in which they are determined to be necessary. Estimates are used when accounting for such items as asset valuations, allowance for doubtful accounts, depreciation and amortization, impairment assessments, reserve for excess and obsolete inventory, reserve for warranty provision, restructuring provisions, employee benefits, taxes, environmental liability and contingencies.
Currency Translation. Assets and liabilities of subsidiaries that prepare financial statements in currencies other than the U.S. dollar are translated at the rate of exchange in effect on the balance sheet date; results of operations are translated at the monthly average rates of exchange prevailing during the year. The related translation adjustments are included in accumulated other comprehensive income (loss) in a separate component of equity.
Revenue Recognition. In accordance with Accounting Standards Codification (“ASC”) Topic 606 “Revenue from Contracts with Customers,” we recognize revenue when control of the promised goods or services in a contract transfers to the customer, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We account for a contract when both parties have approved and committed to the terms, each party’s rights and payment obligations under the contract are identifiable, the contract has commercial substance, and it is probable that we will collect substantially all of the consideration. When shipping and handling activities are performed after the customer obtains control of product, we elect to account for shipping and handling as activities to fulfill the promise to transfer the product. In determining the transaction price of a contract, we exercise judgment to determine the total transaction price when it includes estimates of variable consideration, such as rebates and milestone payments. We generally estimate variable consideration using the expected value method and consider all available information (historical, current, and forecasted) in estimating these amounts. Variable consideration is only included in the transaction price to the extent that it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. We elect to exclude from the transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by us from a customer.
We primarily generate revenue through the manufacture and sale of engineered industrial products. Each product within a contract generally represents a separate performance obligation, as we do not provide a significant service of integrating or installing the products, the products do not customize each other, and the products can function independently of each other. Control of products generally transfers to the customer at a point in time, as the customer does not control the products as they are manufactured. We exercise judgment and consider the timing of right to payment, transfer of risk and rewards, transfer of title, transfer of physical possession, and customer acceptance when determining when control transfers to the customer. As a result, revenue from the sale of products is generally recognized at a point in time - either upon shipment or delivery - based on the specific shipping terms in the contract. When products are customized or products are sold directly to the U.S. government or indirectly to the U.S. government through subcontracts, revenue is recognized over time because control is transferred continuously to customers, as the contract progresses. We exercise judgment to determine whether the products have an alternative use to us. When an alternative use does not exist for these products and we are entitled to payment for performance completed to date which includes a reasonable profit margin, revenue is recognized over time. When a contract with the U.S. government or subcontract for the U.S. government contains clauses indicating that the U.S. government owns any work-in-progress as the contracted product is being built, revenue is recognized over time. The measure of progress applied by us is the cost-to-cost method as this provides the most faithful depiction of the pattern of transfer of control. Under this method, we measure progress by comparing costs incurred to date to the total estimated costs to provide the performance obligation. This
55
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
method effectively reflects our progress toward completion, as this methodology includes any work-in-process amounts as part of the measure of progress. Costs incurred represent work performed, which corresponds with, and thereby depicts, the transfer of control to the customer. Total revenue recognized and cost estimates are updated on a monthly basis. In 2022, the Company recognized approximately $ 120 million in revenue over time related to contracts in progress as of December 31, 2022.
When there are multiple performance obligations in a single contract, the total transaction price is allocated to each performance obligation based on their relative standalone selling prices. We maximize the use of observable data inputs and consider all information (including market conditions, segment-specific factors, and information about the customer or class of customer) that is reasonably available. The standalone selling price for our products and services is generally determined using an observable list price, which differs by class of customer.
Revenue recognized from performance obligations satisfied in previous periods (for example, due to changes in the transaction price or estimates), was not material in any period.
Payment for products is due within a limited time period after shipment or delivery, and we generally do not offer extended payment terms. Payment is typically due within 30-90 calendar days of the respective invoice dates. Customers generally do not make large upfront payments. Any advanced payments received do not provide us with a significant benefit of financing, as the payments are meant to secure materials used to fulfill the contract, as opposed to providing us with a significant financing benefit.
When an unconditional right to consideration exists, we record these amounts as receivables. When amounts are dependent on factors other than the passage of time in order for payment from a customer to become due, we record a contract asset. Contract assets represent unbilled amounts that typically arise from contracts for customized products or contracts for products sold directly to the U.S. government or indirectly to the U.S. government through subcontracts, where revenue recognized using the cost-to-cost method exceeds the amount billed to the customer. Contract assets are assessed for impairment and recorded at their net realizable value. Contract liabilities represent advance payments from customers. Revenue related to contract liabilities is recognized when control is transferred to the customer.
We pay sales commissions related to certain contracts, which qualify as incremental costs of obtaining a contract. However, the sales commissions generally relate to contracts for products or services satisfied at a point in time or over a period of time less than one year. As a result, we apply the practical expedient that allows an entity to recognize incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that would have been recognized is one year or less.
See Note 4, “Revenue” for further details.
Cost of Goods Sold. Cost of goods sold includes the costs of inventory sold and the related purchase and distribution costs. In addition to material, labor and direct overhead and inventoried cost, cost of goods sold include allocations of other expenses that are part of the production process, such as inbound freight charges, purchasing and receiving costs, inspection costs, warehousing costs, amortization of production related intangible assets and depreciation expense. We also include costs directly associated with products sold, such as warranty provisions.
Selling, General and Administrative Expenses. Selling, general and administrative expenses are recognized as incurred. Such expenses include the costs of promoting and selling products and include such items as compensation, advertising, sales commissions and travel. Also included are costs related to compensation for other operating activities such as executive office administrative and engineering functions, as well as general operating expenses such as office supplies, non-income taxes, insurance and office equipment rentals.
Income Taxes. We account for income taxes in accordance with ASC Topic 740 “Income Taxes” (“ASC 740”) which requires an asset and liability approach for the financial accounting and reporting of income taxes. Under this method, deferred income taxes are recognized for the expected future tax consequences of differences between the tax bases of assets and liabilities and their reported amounts in the financial statements. These balances are measured using the enacted tax rates expected to apply in the year(s) in which these temporary differences are expected to reverse. The effect of a change in tax rates on deferred income taxes is recognized in income in the period when the change is enacted.
Based on consideration of all available evidence regarding their utilization, we record net deferred tax assets to the extent that it is more likely than not that they will be realized. Where, based on the weight of all available evidence, it is more likely than not that some amount of a deferred tax asset will not be realized, we establish a valuation allowance for the amount that, in management's judgment, is sufficient to reduce the deferred tax asset to an amount that is more likely than not to be realized. The evidence we consider in reaching such conclusions includes, but is not limited to, (1) future reversals of existing taxable temporary differences, (2) future taxable income exclusive of reversing taxable temporary differences, (3) taxable income in prior carryback year(s) if carryback is permitted under the tax law, (4) cumulative losses in recent years, (5) a history of tax losses or credit carryforwards expiring unused, (6) a carryback or carryforward period that is so brief it limits realization of tax benefits,
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
and (7) a strong earnings history exclusive of the loss that created the carryforward and support showing that the loss is an aberration rather than a continuing condition.
We account for unrecognized tax benefits in accordance with ASC 740, which prescribes a minimum probability threshold that a tax position must meet before a financial statement benefit is recognized. The minimum threshold is defined as a tax position that is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation, based solely on the technical merits of the position. The tax benefit recognized is the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement.
We recognize interest and penalties related to unrecognized tax benefits within the income tax expense line of our Consolidated Statement of Operations, while accrued interest and penalties are included within the related tax liability line of our Consolidated Balance Sheets.
Earnings Per Share. Our basic earnings per share calculations are based on the weighted average number of common shares outstanding during the year. Potentially dilutive securities include outstanding stock options, restricted share units, deferred stock units and performance-based restricted share units. The dilutive effect of potentially dilutive securities is reflected in diluted earnings per common share by application of the treasury method. Diluted earnings per share gives effect to all potential dilutive common shares outstanding during the year.
(in millions, except per share data) For the year ended December 31, 2022 2021 2020
Net income attributable to common shareholders $ 401.1 $ 435.4 $ 181.0
Average basic shares outstanding 56.4 58.4 58.3
Effect of dilutive share-based awards 0.8 0.8 0.5
Average diluted shares outstanding 57.2 59.2 58.8
Basic earnings per share $ 7.11 $ 7.46 $ 3.10
Diluted earnings per share $ 7.01 $ 7.36 $ 3.08
The computation of diluted earnings per share excludes the effect of the potential exercise of stock options when the average market price of the common stock is lower than the exercise price of the related stock options. During 2022, 2021 and 2020, the number of stock options excluded from the computation was 0.4 million, 1.2 million and 2.1 million, respectively.
Cash and Cash Equivalents. Cash and cash equivalents include highly liquid investments with original maturities of three months or less that are readily convertible to cash and are not subject to significant risk from fluctuations in interest rates. As a result, the carrying amount of cash and cash equivalents approximates fair value.
Accounts Receivable, Net. Accounts receivable are carried at net realizable value. The allowance for doubtful accounts was $ 14.1 million and $ 10.4 million as of December 31, 2022 and 2021, respectively. The allowance for doubtful accounts activity was not material to our financial results for the years ended December 31, 2022 and 2021. Concentrations of credit risk with respect to accounts receivable are limited due to the large number of customers and relatively small account balances within the majority of our customer base and their dispersion across different businesses. We periodically evaluate the financial strength of our customers and believe that our credit risk exposure is limited.
Inventories, net. Inventories consist of the following:
(in millions) December 31, 2022 2021
Finished goods $ 83.3 $ 147.3
Finished parts and subassemblies 70.7 59.5
Work in process 39.9 37.0
Raw materials 245.9 205.3
Total inventories, net $ 439.8 $ 449.1
Inventories, net include the costs of material, labor and overhead and are stated at the lower of cost or net realizable value. Domestic inventories are stated at either the lower of cost or net realizable value using the last-in, first-out (“LIFO”) method or the lower of cost or net realizable value using the first-in, first-out (“FIFO”) method. Inventories held in foreign locations are primarily stated at the lower of cost or market using the FIFO method. The LIFO method is not being used at our foreign locations as such a method is not allowable for tax purposes. Changes in the levels of LIFO inventories have increased cost of sales by $ 8.4 million, $ 3.6 million and $ 2.3 million for the years ended December 31, 2022, 2021 and 2020 respectively. The portion of
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
inventories costed using the LIFO method was 37.2 % and 30.1 % of consolidated inventories as of December 31, 2022, and 2021, respectively. If inventories that were valued using the LIFO method had been valued under the FIFO method, they would have been higher by $ 38.8 million and $ 30.4 million as of December 31, 2022 and 2021, respectively. The reserve for excess and obsolete inventory was $ 99.3 million and $ 98.6 million as of December 31, 2022, and 2021, respectively.
Valuation of Long-Lived Assets. We review our long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Examples of events or changes in circumstances could include, but are not limited to, a prolonged economic downturn, current period operating or cash flow losses combined with a history of losses or a forecast of continuing losses associated with the use of an asset or asset group, or a current expectation that an asset or asset group will be sold or disposed of before the end of its previously estimated useful life. Recoverability is based upon projections of anticipated future undiscounted cash flows associated with the use and eventual disposal of the long-lived asset (or asset group), as well as specific appraisal in certain instances. Reviews occur at the lowest level for which identifiable cash flows are largely independent of cash flows associated with other long-lived assets or asset groups. If the future undiscounted cash flows are less than the carrying value, then the long-lived asset is considered impaired and a loss is recognized based on the amount by which the carrying amount exceeds the estimated fair value. Judgments which impact these assessments relate to the expected useful lives of long-lived assets and our ability to realize any undiscounted cash flows in excess of the carrying amounts of such assets, and are affected primarily by changes in the expected use of the assets, changes in technology or development of alternative assets, changes in economic conditions, changes in operating performance and changes in expected future cash flows. Since judgment is involved in determining the recoverable amount of long-lived assets, there is risk that the carrying value of our long-lived assets may require adjustment in future periods.
Property, Plant and Equipment, net. Property, plant and equipment, net consists of the following:
(in millions) December 31, 2022 2021
Land $ 76.4 $ 80.8
Buildings and improvements 284.5 281.5
Machinery and equipment 889.9 926.2
Gross property, plant and equipment 1,250.8 1,288.5
Less: accumulated depreciation 740.9 732.9
Property, plant and equipment, net $ 509.9 $ 555.6
Property, plant and equipment is stated at cost and depreciation is calculated by the straight-line method over the estimated useful lives of the respective assets, which range from 10 to 25 years for buildings and improvements and three to 10 years for machinery and equipment. Depreciation expense was $ 76.1 million, $ 75.1 million and $ 77.2 million for the years ended December 31, 2022, 2021 and 2020, respectively.
Goodwill and Other Intangible Assets. Our business acquisitions have typically resulted in the recognition of goodwill and other intangible assets. We follow the provisions under ASC Topic 350, “Intangibles – Goodwill and Other” (“ASC 350”) as it relates to the accounting for goodwill in the Consolidated Financial Statements. These provisions require that we, on at least an annual basis, evaluate the fair value of the reporting units to which goodwill is assigned and attributed and compare that fair value to the carrying value of the reporting unit to determine if an impairment has occurred. We perform our annual impairment testing during the fourth quarter. Impairment testing takes place more often than annually if events or circumstances indicate a change in status that would indicate a potential impairment. We believe that there have been no other events or circumstances which would more likely than not reduce the fair value of our reporting units below its carrying value. A reporting unit is an operating segment unless discrete financial information is prepared and reviewed by segment management for businesses one level below that operating segment (a “component”), in which case the component would be the reporting unit. As of December 31, 2022, we had six reporting units.
When performing our annual impairment assessment, we compare the fair value of each of our reporting units to our respective carrying value. Goodwill is considered to be potentially impaired when the net book value of the reporting unit exceeds its estimated fair value. Fair values are established primarily by discounting estimated future cash flows at an estimated cost of capital which varies for each reporting unit and which, as of our most recent annual impairment assessment, ranged between 9.5 % and 11.5 % (a weighted average of 10.8 %), reflecting the respective inherent business risk of each of the reporting units tested. This methodology for valuing our reporting units (commonly referred to as the Income Method) has not changed since the adoption of the provisions under ASC 350. The determination of discounted cash flows is based on the businesses’ strategic plans and long-range planning forecasts, which change from year to year. The revenue growth rates included in the forecasts represent best estimates based on current and forecasted market conditions. Profit margin assumptions are projected by each reporting unit based on the current cost structure and anticipated net cost increases/reductions. There are inherent uncertainties related to these assumptions, including changes in market conditions, and management judgment is necessary in
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applying them to the analysis of goodwill impairment. In addition to the foregoing, for each reporting unit, market multiples are used to corroborate discounted cash flow results where fair value is estimated based on earnings multiples determined by available public information of comparable businesses. While we believe we have made reasonable estimates and assumptions to calculate the fair value of our reporting units, it is possible a material change could occur. If actual results are not consistent with management’s estimates and assumptions, goodwill and other intangible assets may then be determined to be overstated and a charge would need to be taken against net earnings. No impairment charges have been required during 2022, 2021 or 2020.
Changes to goodwill are as follows:
(in millions) Aerospace & Electronics Process Flow Technologies Payment & Merchandising Technologies Engineered Materials Total
Balance as of December 31, 2020 $ 202.5 $ 360.0 $ 875.2 $ 171.3 $ 1,609.0
Adjustments to purchase price allocations — ( 0.1 ) — — $ ( 0.1 )
Currency translation — ( 10.5 ) ( 14.6 ) — $ ( 25.1 )
Balance as of December 31, 2021 $ 202.5 $ 349.4 $ 860.6 $ 171.3 $ 1,583.8
Disposal on sale of business — ( 22.3 ) — — $ ( 22.3 )
Currency translation ( 0.2 ) ( 9.8 ) ( 24.0 ) — $ ( 34.0 )
Balance as of December 31, 2022 $ 202.3 $ 317.3 $ 836.6 $ 171.3 $ 1,527.5
For the year ended December 31, 2022, adjustments within the Process Flow Technologies segment of $ 22.3 million relate to the disposition of the Crane Supply business.
For the year ended December 31, 2021, adjustments within the Process Flow Technologies segment of $ 0.1 million represent the finalization of the purchase price allocation for the acquisition of CIRCOR International, Inc.’s Instrumentation & Sampling Business (“I&S”).
Intangibles with indefinite useful lives are tested annually for impairment, or when events or changes in circumstances indicate the potential for impairment. If the carrying amount of an indefinite lived intangible asset exceeds its fair value, the intangible asset is written down to its fair value. Fair value is calculated using relief from royalty method. We amortize the cost of definite-lived intangibles over their estimated useful lives.
In addition to annual testing for impairment of indefinite-lived intangible assets, we review all of our definite-lived intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Examples of events or changes in circumstances could include, but are not limited to, a prolonged economic downturn, current period operating or cash flow losses combined with a history of losses or a forecast of continuing losses associated with the use of an asset or asset group, or a current expectation that an asset or asset group will be sold or disposed of before the end of its previously estimated useful life. Recoverability is based upon projections of anticipated future undiscounted cash flows associated with the use and eventual disposal of the definite-lived intangible asset (or asset group), as well as specific appraisal in certain instances. Reviews occur at the lowest level for which identifiable cash flows are largely independent of cash flows associated with other long-lived assets or asset groups and include estimated future revenues, gross profit margins, operating profit margins and capital expenditures which are based on the businesses’ strategic plans and long-range planning forecasts, which change from year to year. The revenue growth rates included in the forecasts represent our best estimates based on current and forecasted market conditions, and the profit margin assumptions are based on the current cost structure and anticipated net cost increases or reductions. There are inherent uncertainties related to these assumptions, including changes in market conditions, and management’s judgment in applying them to the analysis. If the future undiscounted cash flows are less than the carrying value, then the definite-lived intangible asset is considered impaired and a charge would be taken against net earnings based on the amount by which the carrying amount exceeds the estimated fair value. Judgments that we make which impact these assessments relate to the expected useful lives of definite-lived assets and its ability to realize any undiscounted cash flows in excess of the carrying amounts of such assets, and are affected primarily by changes in the expected use of the assets, changes in technology or development of alternative assets, changes in economic conditions, changes in operating performance and changes in expected future cash flows. Since judgment is involved in determining the recoverable amount of definite-lived intangible assets, there is risk that the carrying value of our definite-lived intangible assets may require adjustment in future periods. Historical results to date have generally approximated expected cash flows for the identifiable cash flow generating level.
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As of December 31, 2022, we had $ 416.6 million of net intangible assets, of which $ 67.3 million were intangibles with indefinite useful lives, consisting of trade names. As of December 31, 2021, we had $ 467.1 million of net intangible assets, of which $ 70.6 million were intangibles with indefinite useful lives, consisting of trade names.
Changes to intangible assets are as follows:
(in millions) December 31, 2022 2021 2020
Balance at beginning of period, net of accumulated amortization $ 467.1 $ 520.3 $ 505.1
Additions — — 52.5
Amortization expense ( 41.7 ) ( 44.5 ) ( 48.4 )
Currency translation and other ( 8.8 ) ( 8.7 ) 11.1
Balance at end of period, net of accumulated amortization $ 416.6 $ 467.1 $ 520.3
For the year ended December 31, 2020, additions to intangible assets represent the preliminary purchase price allocation related to the January 2020 acquisition of I&S.
A summary of intangible assets follows:
(in millions) Weighted Average
Amortization Period of Finite Lived Assets (in years) December 31, 2022 December 31, 2021
Gross
Asset Accumulated
Amortization Net Gross
Asset Accumulated
Amortization Net
Intellectual property rights 15.1 $ 132.1 $ 59.1 $ 73.0 $ 136.8 $ 59.2 $ 77.6
Customer relationships and backlog 18.4 635.5 329.8 305.7 651.7 308.8 342.9
Drawings 40.0 11.1 10.7 0.4 11.1 10.6 0.5
Other 11.7 141.3 103.8 37.5 142.1 96.0 46.1
Total 17.9 $ 920.0 $ 503.4 $ 416.6 $ 941.7 $ 474.6 $ 467.1
Future amortization expense associated with intangibles is expected to be:
Year (in millions)
2023 $ 41.8
2024 $ 41.0
2025 $ 35.7
2026 $ 35.5
2027 $ 33.9
2028 and after $ 161.4
Accumulated Other Comprehensive Loss
The tables below provide the accumulated balances for each classification of accumulated other comprehensive loss, as reflected on the Consolidated Balance Sheets.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in millions) Defined Benefit Pension and Other Postretirement Items Currency Translation Adjustment Total (a)
Balance as of December 31, 2019 $ ( 344.3 ) $ ( 139.4 ) ( 483.7 )
Other comprehensive (loss) income before reclassifications ( 67.4 ) 70.9 3.5
Amounts reclassified from accumulated other comprehensive loss 13.8 — 13.8
Net period other comprehensive (loss) income ( 53.6 ) 70.9 17.3
Balance as of December 31, 2020 ( 397.9 ) ( 68.5 ) ( 466.4 )
Other comprehensive (loss) income before reclassifications 78.0 ( 69.8 ) 8.2
Amounts reclassified from accumulated other comprehensive loss 18.0 — 18.0
Net period other comprehensive (loss) income 96.0 ( 69.8 ) 26.2
Balance as of December 31, 2021 ( 301.9 ) ( 138.3 ) ( 440.2 )
Other comprehensive income (loss) before reclassifications 19.5 ( 93.1 ) ( 73.6 )
Amounts reclassified from accumulated other comprehensive loss 10.5 — 10.5
Net period other comprehensive income (loss) 30.0 ( 93.1 ) ( 63.1 )
Balance as of December 31, 2022 $ ( 271.9 ) $ ( 231.4 ) $ ( 503.3 )
(a) Net of tax benefit of $ 106.6 million , $ 117.9 million and $ 148.2 million for 2022, 2021, and 2020, respectively.
The table below illustrates the amounts reclassified out of each component of accumulated other comprehensive loss for the years ended December 31, 2022, 2021 and 2020. Amortization of pension and postretirement components have been recorded within “Miscellaneous income, net” on the Consolidated Statements of Operations.
(in millions) Amount Reclassified from Accumulated Other Comprehensive Loss
December 31, 2022 2021 2020
Amortization of pension items:
Prior service costs $ ( 0.1 ) $ ( 0.1 ) $ ( 0.3 )
Net loss 15.2 23.4 19.1
Amortization of postretirement items:
Prior service costs ( 1.1 ) ( 1.1 ) ( 1.1 )
Total before tax $ 14.0 $ 22.2 $ 17.7
Tax impact 3.5 4.2 3.9
Total reclassifications for the period $ 10.5 $ 18.0 $ 13.8
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Recent Accounting Pronouncements
The Company considered the applicability and impact of all Accounting Standards Updates issued by the Financial Accounting Standards Board (FASB) and determined them to be either not applicable or are not expected to have a material impact on the Company's Consolidated Statement of Operations, Balance Sheets and Cash Flows.
Note 2 – Acquisitions
Acquisitions are accounted for in accordance with ASC Topic 805, “Business Combinations” (“ASC 805”). Accordingly, we make an initial allocation of the purchase price at the date of acquisition based upon our understanding of the fair value of the acquired assets and assumed liabilities. We obtain this information during due diligence and through other sources. In the months after closing, as we obtain additional information about these assets and liabilities, including through tangible and intangible asset appraisals, we are able to refine estimates of fair value and more accurately allocate the purchase price. Only items identified as of the acquisition date are considered for subsequent adjustment to the purchase price allocation. We will make appropriate adjustments to the purchase price allocation prior to completion of the measurement period, as required.
In order to allocate the consideration transferred for our acquisitions, the fair values of all identifiable assets and liabilities must be established. For accounting and financial reporting purposes, fair value is defined under ASC Topic 820, “Fair Value Measurement and Disclosure” as the price that would be received upon sale of an asset or the amount paid to transfer a liability in an orderly transaction between market participants at the measurement date. Market participants are assumed to be buyers and sellers in the principal (most advantageous) market for the asset or liability. Additionally, fair value measurements for an asset assume the highest and best use of that asset by market participants. Use of different estimates and judgments could yield different results.
Instrumentation & Sampling Business Acquisition
On January 31, 2020, we completed the acquisition of I&S for $ 172.3 million on a cash-free and debt-free basis, subject to a later adjustment reflecting I&S' net working capital, cash, the assumption of certain debt-like items, and I&S' transaction expenses. We funded the acquisition through short-term borrowings consisting of $ 100 million of commercial paper and $ 67 million from our revolving credit facility, and cash on hand. In August 2020, we received $ 3.1 million related to the final working capital adjustment which resulted in net cash paid of $ 169.2 million.
I&S designs, engineers and manufactures a broad range of critical fluid control instrumentation and sampling solutions used in severe service environments which complements our existing portfolio of chemical, refining, petrochemical and upstream oil and gas applications. I&S has been integrated into the Process Flow Technologies segment. The amount allocated to goodwill reflects the expected sales synergies, manufacturing efficiency and procurement savings. Goodwill from this acquisition is not deductible for tax purposes.
Allocation of Consideration Transferred to Net Assets Acquired
The following amounts represent the determination of the fair value of identifiable assets acquired and liabilities assumed from our acquisition of I&S. The fair value of certain assets and liabilities has been completed as required by ASC 805.
Net assets acquired (in millions)
Total current assets $ 21.0
Property, plant and equipment 11.0
Other assets 6.0
Intangible assets 52.5
Goodwill 106.0
Total assets acquired $ 196.5
Total current liabilities $ 8.1
Other liabilities 19.2
Total assumed liabilities $ 27.3
Net assets acquired $ 169.2
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The amounts allocated to acquired intangible assets, and their associated weighted-average useful lives which were determined based on the period in which the assets are expected to contribute directly or indirectly to our future cash flows, consist of the following:
Intangible Assets (dollars in millions)
Intangible Fair Value Weighted Average Life
Trademarks/trade names $ 2.6 13
Customer relationships 49.0 14
Backlog 0.9 1
Total acquired intangible assets $ 52.5
The fair values of the trademark and trade name intangible assets were determined by using an income approach, specifically the relief-from-royalty approach, which is a commonly accepted valuation approach. This approach is based on the assumption that in lieu of ownership, a firm would be willing to pay a royalty in order to exploit the related benefits of this asset. Therefore, a portion of I&S’ earnings, equal to the after-tax royalty that would have been paid for the use of the asset, can be attributed to our ownership. The trade names are being amortized on a straight-line basis (which approximates the economic pattern of benefits) over the estimated economic life of 13 years.
The fair values of the customer relationships and backlog intangible assets were determined by using an income approach which is a commonly accepted valuation approach. Under this approach, the net earnings attributable to the asset or liability being measured are isolated using the discounted projected net cash flows. These projected cash flows are isolated from the projected cash flows of the combined asset group over the remaining economic life of the intangible asset or liability being measured. Both the amount and the duration of the cash flows are considered from a market participant perspective. Our estimates of market participant net cash flows considered historical and projected pricing, operational performance including market participant synergies, aftermarket retention, product life cycles, material and labor pricing, and other relevant customer, contractual and market factors. Where appropriate, the net cash flows were adjusted to reflect the potential attrition of existing customers in the future, as existing customers are expected to decline over time. The attrition-adjusted future cash flows are then discounted to present value using an appropriate discount rate. The customer relationship asset is being amortized on a straight-line basis (which approximates the economic pattern of benefits) over the estimated economic life of 14 years.
Supplemental Pro Forma Data
I&S’ results of operations have been included in our financial statements for the period subsequent to the completion of the acquisition on January 31, 2020. Consolidated pro forma revenue and net income attributable to common shareholders has not been presented since the impact is not material to our financial results for the period.
Acquisition-Related Costs
Acquisition-related costs are being expensed as incurred. For the year ended December 31, 2020, we recorded $ 12.9 million of integration and transaction costs. Acquisition-related costs are recorded within “Acquisition-related and integration charges” in our Consolidated Statements of Operations.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 3 – Segment Information
In accordance with ASC Topic 280, “Segment Reporting,” for purposes of segment performance measurement, we do not allocate to the business segments items that are of a non-operating nature, including charges which occur from time to time related to our asbestos liability and our legacy environmental liabilities, as such items are not related to current business activities; or corporate organizational and functional expenses of a governance nature. “Corporate expenses-before asbestos and environmental charges” consist of corporate office expenses including, compensation, benefits, occupancy, depreciation, and other administrative costs. Assets of the business segments exclude general corporate assets, which principally consist of cash and cash equivalents, deferred tax assets, insurance receivables, certain property, plant and equipment, and certain other assets.
The accounting policies of the segments are the same as those described in the summary of significant accounting policies. We account for intersegment sales and transfers as if the sales or transfers were to third parties at current market prices.
Our segments are reported on the same basis used internally for evaluating performance and for allocating resources. We currently have four reporting segments: Process Flow Technologies, Payment & Merchandising Technologies, Aerospace & Electronics and Engineered Materials.
A brief description of each of our current segments is as follows:
Aerospace & Electronics
The Aerospace & Electronics segment supplies critical components and systems, including original equipment and aftermarket parts, primarily for the commercial aerospace, and the military aerospace, defense and space markets. Its brands have decades of proven experience, and in many cases invented the critical technologies in their respective markets. The business designs and delivers proven systems, reliable components, and flexible power solutions that excel in tough and mission-critical environments. Products and services are organized into six integrated solutions: Sensing Components & Systems, Electrical Power Solutions, Fluid Management Solutions, Landing & Control Systems, and Microwave Solutions.
Process Flow Technologies
The Process Flow Technologies segment is a provider of highly engineered fluid handling equipment for mission critical applications that require high reliability. The segment is comprised of Process Valves and Related Products, Commercial Valves, and Pumps and Systems. Process Valves and Related Products include on/off valves and related products for critical and demanding applications in the chemical, oil & gas, power, and general industrial end markets globally. Commercial Valves includes the manufacturing and distribution of valves and related products for the non-residential construction, general industrial, and to a lesser extent, municipal markets. Pumps and Systems include pumps and related products primarily for water and wastewater applications in the industrial, municipal, commercial and military markets.
Payment & Merchandising Technologies
The Payment & Merchandising Technologies segment consists of Crane Payment Innovations (“CPI”) and Crane Currency. CPI provides electronic equipment and associated software leveraging extensive and proprietary core capabilities with various detection and sensing technologies for applications including verification and authentication of payment transactions. CPI also provides advanced automation solutions, and processing systems, field service solutions, and remote diagnostics and productivity software solutions. Crane Currency provides advance security solutions based on proprietary micro-optic technology for the global banknote industry.
Engineered Materials
The Engineered Materials segment manufactures fiberglass-reinforced plastic ("FRP") panels and coils, primarily for use in the manufacturing of recreational vehicles ("RVs"), truck bodies and trailers (Transportation), with additional applications in commercial and industrial buildings (Building Products).
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Financial information by reportable segment is set forth below:
(in millions) December 31, 2022 2021 2020
Net Sales:
Aerospace & Electronics $ 667.3 $ 638.3 $ 650.7
Process Flow Technologies 1,109.4 1,196.6 1,005.8
Payment & Merchandising Technologies 1,339.9 1,345.1 1,104.8
Engineered Materials 258.3 228.0 175.6
TOTAL NET SALES $ 3,374.9 $ 3,408.0 $ 2,936.9
Operating profit:
Aerospace & Electronics $ 120.3 $ 110.0 $ 100.7
Process Flow Technologies 168.2 182.5 97.7
Payment & Merchandising Technologies 333.1 307.5 100.6
Engineered Materials 32.6 26.9 22.7
Corporate ( 284.7 ) ( 97.7 ) ( 58.8 )
TOTAL OPERATING PROFIT (a)
$ 369.5 $ 529.2 $ 262.9
Capital expenditures:
Aerospace & Electronics $ 9.3 $ 14.1 $ 9.8
Process Flow Technologies 23.9 18.8 13.7
Payment & Merchandising Technologies 21.3 18.6 9.3
Engineered Materials 3.8 2.2 1.2
Corporate 0.1 0.2 0.1
TOTAL CAPITAL EXPENDITURES $ 58.4 $ 53.9 $ 34.1
Depreciation and amortization:
Aerospace & Electronics $ 14.1 $ 14.7 $ 14.2
Process Flow Technologies 19.5 22.0 21.6
Payment & Merchandising Technologies 78.2 81.3 85.9
Engineered Materials 5.8 1.6 3.7
Corporate 1.3 1.5 2.1
TOTAL DEPRECIATION AND AMORTIZATION $ 118.9 $ 121.1 $ 127.5
(a) For the year ended December 31, 2022, operating profit includes a loss on divestiture of asbestos-related assets and liabilities of $ 162.4 million and net restructuring charges of $ 10.4 million. For the year ended December 31, 2021, operating profit included a restructuring gain of $ 16.9 million. For the year ended December 31, 2020, operating profit included acquisition-related and integration charges of $ 12.9 million and net restructuring charges of $ 32.3 million. See Note 15, “Restructuring Charges” for discussion of the restructuring charges.
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Net sales by geographic region:
(in millions) December 31, 2022 2021 2020
Net sales (a)
United States $ 1,990.4 $ 1,858.1 $ 1,862.7
Canada 183.3 293.6 162.9
United Kingdom 131.9 140.9 270.9
Continental Europe 475.8 411.2 480.1
Other international 593.5 704.2 160.3
TOTAL NET SALES $ 3,374.9 $ 3,408.0 $ 2,936.9
(a) Net sales by geographic region are based on the destination of the sale.
Balance sheet items by reportable segment is set forth below:
(in millions) December 31, 2022 2021
Goodwill:
Aerospace & Electronics $ 202.3 $ 202.5
Process Flow Technologies 317.3 349.4
Payment & Merchandising Technologies 836.6 860.6
Engineered Materials 171.3 171.3
TOTAL GOODWILL $ 1,527.5 $ 1,583.8
Assets:
Aerospace & Electronics $ 663.3 $ 604.7
Process Flow Technologies 1,064.7 1,240.4
Payment & Merchandising Technologies 2,125.9 2,096.5
Engineered Materials 218.6 220.5
Corporate 317.7 324.5
TOTAL ASSETS $ 4,390.2 $ 4,486.6
Long-lived assets by geographic region:
(in millions) December 31, 2022 2021
Long-lived assets (a)
United States $ 310.3 $ 324.4
Canada 0.8 18.2
Europe 213.4 231.3
Other international 66.3 62.8
Corporate 11.6 15.6
TOTAL LONG-LIVED ASSETS $ 602.4 $ 652.3
(a) Long-lived assets, net by geographic region are based on the location of the business unit.
66
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 4 - Revenue
Disaggregation of Revenues
The following table presents net sales disaggregated by product line for each segment:
(in millions) December 31, 2022 2021 2020
Aerospace & Electronics
Commercial Original Equipment $ 250.5 $ 229.4 $ 226.4
Military Original Equipment 231.2 239.7 258.7
Commercial Aftermarket Products 129.3 104.5 93.0
Military Aftermarket Products 56.3 64.7 72.6
Total Aerospace & Electronics $ 667.3 $ 638.3 $ 650.7
Process Flow Technologies
Process Valves and Related Products $ 749.8 $ 717.1 $ 631.6
Commercial Valves 232.2 374.2 286.3
Pumps and Systems 127.4 105.3 87.9
Total Process Flow Technologies $ 1,109.4 $ 1,196.6 $ 1,005.8
Payment & Merchandising Technologies
Payment Acceptance and Dispensing Products
$ 874.3 $ 805.7 $ 670.8
Banknotes and Security Products 465.6 539.4 434.0
Total Payment & Merchandising Technologies $ 1,339.9 $ 1,345.1 $ 1,104.8
Engineered Materials
FRP- Recreational Vehicles $ 111.9 $ 102.5 $ 68.9
FRP- Building Products 112.5 94.9 83.1
FRP- Transportation 33.9 30.6 23.6
Total Engineered Materials $ 258.3 $ 228.0 $ 175.6
Total Net Sales $ 3,374.9 $ 3,408.0 $ 2,936.9
Remaining Performance Obligations
The transaction price allocated to remaining performance obligations represents the transaction price of firm orders which have not yet been fulfilled, which we also refer to as total backlog. As of December 31, 2022, backlog was $ 1,563.7 million. We expect to recognize approximately 90 % of our remaining performance obligations as revenue in 2023, an additional 7 % by 2024 and the balance thereafter.
Contract Assets and Contract Liabilities
Contract assets represent unbilled amounts that typically arise from contracts for customized products or contracts for products sold directly to the U.S. government or indirectly to the U.S. government through subcontracts, where revenue recognized using the cost-to-cost method exceeds the amount billed to the customer. Contract assets are assessed for impairment and recorded at their net realizable value. Contract liabilities represent advance payments from customers. Revenue related to contract liabilities is recognized when control is transferred to the customer. We report contract assets, which are included within “Other current assets” in our Consolidated Balance Sheets, and contract liabilities, which are included within “Accrued liabilities” on our Consolidated Balance Sheets, on a contract-by-contract net basis at the end of each reporting period. Net contract assets and contract liabilities consisted of the following:
(in millions) December 31, 2022 2021
Contract assets $ 88.6 $ 73.0
Contract liabilities $ 142.9 $ 101.1
During 2022 we recognized revenue of $ 87.1 million related to contract liabilities as of December 31, 2021.
67
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 5 – Research and Development
Research and development costs are expensed when incurred and are included in “Selling, general and administrative” in our Consolidated Statements of Operations.
(in millions) December 31, 2022 2021 2020
Research and Development Costs $ 83.1 $ 82.7 $ 74.6
Note 6 – Pension and Postretirement Benefits
Pension Plan
In the United States, we sponsor a defined benefit pension plan that covers approximately 12 % of all U.S. employees. Effective January 1, 2013, pension eligible non-union employees no longer earn future benefits in the domestic defined benefit pension plan. The benefits are based on years of service and compensation on a final average pay basis, except for certain hourly employees where benefits are fixed per year of service. Charges to expense are based upon costs computed by an independent actuary. Contributions are intended to provide for future benefits earned to date. Additionally, a number of our non-U.S. subsidiaries sponsor defined benefit pension plans that cover approximately 12 % of all non-U.S. employees. The benefits are typically based upon years of service and compensation. Most of these plans are funded by company contributions to pension funds, which are held for the sole benefit of plan participants and beneficiaries.
In December 2022, we settled the pension plan for the salaried non-bargaining employees of Crane Canada Co. and recognized a loss of $ 7.0 million, net of tax. Excess plan assets have been reclassified to current receivables and will be recognized upon final approval from regulatory authorities which is expected in 2023. We estimate that the Company will receive a distribution of approximately $ 43 million after distributions to plan participants.
Postretirement Plans
Postretirement health care and life insurance benefits are provided for certain employees hired before January 1, 1990, who meet minimum age and service requirements. We also have postretirement medical and Medicare supplement that cover substantially all former full-time U.S. employees of Crane Currency.
68
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A summary of the projected benefit obligations, fair value of plan assets and funded status is as follows:
Pension Benefits Postretirement Benefits
(in millions) December 31, 2022 2021 2022 2021
Change in benefit obligation:
Benefit obligation at beginning of year $ 1,152.1 $ 1,259.8 $ 28.1 $ 30.0
Service cost 5.5 6.0 0.2 0.3
Interest cost 22.4 18.4 0.7 0.6
Plan participants’ contributions 0.4 0.4 — —
Amendments 0.7 ( 0.7 ) — —
Actuarial (gain) loss ( 291.2 ) ( 64.8 ) ( 7.3 ) ( 0.2 )
Settlements ( 9.9 ) ( 6.1 ) — —
Curtailments ( 1.0 ) 0.5 — —
Benefits paid ( 48.8 ) ( 49.5 ) ( 2.1 ) ( 2.6 )
Foreign currency exchange and other ( 40.1 ) ( 10.9 ) — —
Administrative expenses paid ( 0.2 ) ( 1.0 ) — —
Benefit obligation at end of year $ 789.9 $ 1,152.1 $ 19.6 $ 28.1
Change in plan assets:
Fair value of plan assets at beginning of year $ 1,081.4 $ 1,024.1 $ — $ —
Actual return on plan assets ( 227.9 ) 96.2 — —
Employer contributions 19.7 26.7 2.1 2.6
Plan participants’ contributions 0.4 0.4 — —
Settlements ( 64.9 ) ( 6.1 ) — —
Benefits paid ( 48.8 ) ( 49.5 ) ( 2.1 ) ( 2.6 )
Foreign currency exchange and other ( 45.2 ) ( 8.8 ) — —
Administrative expenses paid ( 0.9 ) ( 1.6 ) — —
Fair value of plan assets at end of year $ 713.8 $ 1,081.4 $ — $ —
Funded status $ ( 76.1 ) $ ( 70.7 ) $ ( 19.6 ) $ ( 28.1 )
In the U.S., 2022 actuarial gains in the projected benefit obligation were primarily the result of an increase in the discount rate. Other sources of gains or losses such as plan experience, updated census data and minor adjustments to actuarial assumptions generated combined losses of less than 1 % of expected year end obligations. In the Non-U.S. countries, 2022 actuarial gains in the projected benefit obligation were primarily the result of increases in discount rates. Other sources of gains or losses such as plan experience, updated census data, changes to forecast inflation, mortality table updates and minor adjustments to other actuarial assumptions generated combined losses of approximately 3 % of expected year end obligations.
In the U.S., 2021 actuarial gains in the projected benefit obligation were primarily the result of an increase in the discount rate. Other sources of gains or losses such as plan experience, updated census data and minor adjustments to actuarial assumptions generated combined losses of less than 1 % of expected year end obligations. In the Non-U.S. countries, 2021 actuarial gains in the projected benefit obligation were primarily the result of increases in discount rates. Other sources of gains or losses such as plan experience, updated census data, changes to forecast inflation, mortality table updates and minor adjustments to other actuarial assumptions generated combined gains of 2 % of expected year end obligations.
69
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Amounts recognized on our Consolidated Balance Sheets consist of:
Pension Benefits Postretirement Benefits
(in millions) December 31, 2022 2021 2022 2021
Other assets $ 56.5 $ 132.1 $ — $ —
Current liabilities ( 1.6 ) ( 1.5 ) ( 2.2 ) ( 2.5 )
Accrued pension and postretirement benefits ( 131.0 ) ( 201.3 ) ( 17.4 ) ( 25.6 )
Funded status $ ( 76.1 ) $ ( 70.7 ) $ ( 19.6 ) $ ( 28.1 )
Amounts recognized in accumulated other comprehensive loss consist of:
Pension Benefits Postretirement Benefits
(in millions) December 31, 2022 2021 2022 2021
Net actuarial loss (gain) $ 367.0 $ 400.0 $ ( 8.4 ) $ ( 1.1 )
Prior service credit ( 1.3 ) ( 1.6 ) ( 2.0 ) ( 3.1 )
Total recognized in accumulated other comprehensive loss $ 365.7 $ 398.4 $ ( 10.4 ) $ ( 4.2 )
The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for the U.S. and Non-U.S. plans, are as follows:
Pension Obligations/Assets
U.S. Non-U.S. Total
(in millions) December 31, 2022 2021 2022 2021 2022 2021
Projected benefit obligation $ 499.7 $ 669.7 $ 290.2 $ 482.4 $ 789.9 $ 1,152.1
Accumulated benefit obligation 499.7 669.7 285.1 473.6 784.8 1,143.3
Fair value of plan assets 401.7 522.2 312.1 559.2 713.8 1,081.4
Information for pension plans with an accumulated benefit obligation in excess of plan assets is as follows:
(in millions) December 31, 2022 2021
Projected benefit obligation $ 537.1 $ 771.6
Accumulated benefit obligation $ 533.4 $ 720.1
Fair value of plan assets $ 404.5 $ 525.2
Components of net periodic (benefit) cost are as follows:
Pension Benefits Postretirement Benefits
(in millions) For the year ended December 31, 2022 2021 2020 2022 2021 2020
Net Periodic (Benefit) Cost:
Service cost $ 5.5 $ 6.0 $ 6.4 $ 0.2 $ 0.3 $ 0.3
Interest cost 22.4 18.4 26.1 0.7 0.6 0.9
Expected return on plan assets ( 56.4 ) ( 54.6 ) ( 57.5 ) — — —
Amortization of prior service cost ( 0.1 ) ( 0.1 ) ( 0.3 ) ( 1.1 ) ( 1.1 ) ( 1.1 )
Amortization of net loss (gain) 15.2 23.4 19.1 — — —
Recognized curtailment (gain) loss ( 1.0 ) ( 1.3 ) ( 2.3 ) — — —
Settlement loss 12.1 1.4 1.7 — — —
Net periodic (benefit) cost $ ( 2.3 ) $ ( 6.8 ) $ ( 6.8 ) $ ( 0.2 ) $ ( 0.2 ) $ 0.1
70
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The weighted average assumptions used to determine benefit obligations are as follows:
Pension Benefits Postretirement Benefits
For the year ended December 31, 2022 2021 2020 2022 2021 2020
U.S. Plans:
Discount rate 5.43 % 2.89 % 2.62 % 5.40 % 2.70 % 2.30 %
Rate of compensation increase N/A N/A N/A N/A N/A N/A
Interest credit rate 3.62 % 1.47 % 0.93 % N/A N/A N/A
Non-U.S. Plans:
Discount rate 4.27 % 1.58 % 1.07 % N/A N/A N/A
Rate of compensation increase 3.33 % 3.08 % 3.10 % N/A N/A N/A
Interest credit rate 1.81 % 0.33 % 0.29 % N/A N/A N/A
The weighted-average assumptions used to determine net periodic benefit cost are as follows:
Pension Benefits Postretirement Benefits
For the year ended December 31, 2022 2021 2020 2022 2021 2020
U.S. Plans:
Discount rate 2.89 % 2.62 % 3.34 % 2.70 % 2.30 % 3.20 %
Expected rate of return on plan assets 6.50 % 6.50 % 7.25 % N/A N/A N/A
Rate of compensation increase N/A N/A N/A N/A N/A N/A
Interest credit rate 1.47 % 0.93 % 2.83 % N/A N/A N/A
Non-U.S. Plans:
Discount rate 1.58 % 1.07 % 1.70 % N/A N/A N/A
Expected rate of return on plan assets 4.50 % 4.45 % 5.31 % N/A N/A N/A
Rate of compensation increase 3.08 % 3.10 % 2.89 % N/A N/A N/A
Interest credit rate 0.33 % 0.29 % 0.22 % N/A N/A N/A
The long-term expected rate of return on plan assets assumptions were determined with input from independent investment consultants and plan actuaries, utilizing asset pricing models and considering historical returns. The discount rates used by us for valuing pension liabilities are based on a review of high-quality corporate bond yields with maturities approximating the remaining life of the projected benefit obligations.
In the U.S. plan, the 6.50 % expected rate of return on assets assumption for 2022 reflected a long-term target comprised of an asset allocation range of 25 %- 75 % equity securities, 15 %- 35 % fixed income securities, 10 %- 35 % alternative assets and 0 %- 10 % cash and cash equivalents. As of December 31, 2022, the actual asset allocation for the U.S. plan was 64.3 % equity securities, 22.1 % fixed income securities, 11.4 % alternative assets and 2.1 % cash and cash equivalents.
For the non-U.S. plans, the 4.50 % expected rate of return on assets assumption for 2022 reflected a weighted average of the long-term asset allocation targets for our various non-U.S. plans. As of December 31, 2022, the actual weighted average asset allocation for the non-U.S. plans was 15.3 % equity securities, 33.2 % fixed income securities, 45.4 % alternative assets/other and 6.2 % cash and cash equivalents.
The assumed health care cost trend rates are as follows:
December 31, 2022 2021
Health care cost trend rate assumed for next year 7.00 % 7.25 %
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) 4.50 % 4.50 %
Year that the rate reaches the ultimate trend rate 2033 2033
Assumed health care cost trend rates have a significant effect on the amounts reported for our health care plans.
71
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Plan Assets
Our pension plan target allocations and weighted-average asset allocations by asset category are as follows:
Target Allocation Actual Allocation
Asset Category December 31, 2022 2021
Equity securities 15 %- 75 %
43 % 44 %
Fixed income securities 15 %- 75 %
27 % 31 %
Alternative assets/Other 0 %- 45 %
26 % 22 %
Cash and money market 0 %- 10 %
4 % 3 %
Independent investment consultants are retained to assist in executing the plans’ investment strategies. A number of factors are evaluated in determining if an investment strategy will be implemented in our pension trusts. These factors include, but are not limited to, investment style, investment risk, investment manager performance and costs. We periodically review investment managers and their performance in relation to our plans’ investment objectives.
The primary investment objective of our various pension trusts is to maximize the value of plan assets, focusing on capital preservation, current income and long-term growth of capital and income. The plans’ assets are typically invested in a broad range of equity securities, fixed income securities, alternative assets and cash instruments.
Equity securities include investments in large, mid, and small-capitalization companies located in both developed countries and emerging markets around the world. Fixed income securities include government bonds of various countries, corporate bonds that are primarily investment-grade, and mortgage-backed securities. Alternative assets include investments in real estate and hedge funds employing a wide variety of strategies. In 2021, equity securities included Crane Holdings, Co. common stock, which represented 4 %of plan assets as of December 31, 2021. There were no holdings of Crane Holdings, Co. common stock in 2022.
The fair value of our pension plan assets as of December 31, 2022, by asset category, are as follows:
(in millions) Active
Markets
for
Identical
Assets
Level 1 Other
Observable
Inputs
Level 2 Unobservable
Inputs
Level 3 Net Asset Value ("NAV") Practical Expedient (a)
Total
Fair Value
Cash Equivalents and Money Markets $ 27.8 $ — $ — $ — $ 27.8
Common Stocks
Actively Managed U.S. Equities 31.8 — — — 31.8
Commingled and Mutual Funds
U.S. Equity Funds 152.3 — — — 152.3
Non-U.S. Equity Funds 74.3 — — 47.8 122.1
U.S. Fixed Income, Government and Corporate 88.9 — — — 88.9
Registered Investment Company 23.3 — — — 23.3
Collective Trust — — 16.5 18.8 35.3
Non-U.S. Fixed Income, Government and Corporate — — — 103.5 103.5
International Balanced Funds — — — 1.8 1.8
Property Funds 21.7 — — — 21.7
Alternative Investments
Insurance / Annuity Contract(s) — 13.4 — — 13.4
Hedge Funds and LDI — — — 60.1 60.1
International Property Funds — — — 31.8 31.8
Total Fair Value $ 420.1 $ 13.4 $ 16.5 $ 263.8 $ 713.8
(a) Investments are measured at fair value using the net asset value per share practical expedient, and therefore, are not classified in the fair value hierarchy.
In 2022, the pension plan's asset classified as Level 3 constitutes an insurance contract valued annually on an actuarial basis.
72
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The fair value of our pension plan assets as of December 31, 2021, by asset category, are as follows:
(in millions) Active
Markets
for
Identical
Assets
Level 1 Other
Observable
Inputs
Level 2 Unobservable
Inputs
Level 3 Net Asset Value ("NAV") Practical Expedient (a)
Total
Fair Value
Cash Equivalents and Money Markets $ 30.5 $ — $ — $ — $ 30.5
Common Stocks
Actively Managed U.S. Equities 112.8 — — — 112.8
Commingled and Mutual Funds
U.S. Equity Funds 129.1 — — — 129.1
Non-U.S. Equity Funds 93.7 — — 139.3 233.0
U.S. Fixed Income, Government and Corporate 116.2 — — — 116.2
Registered Investment Company 34.0 — — — 34.0
Collective Trust — — 21.7 19.0 40.7
Non-U.S. Fixed Income, Government and Corporate — — — 222.6 222.6
International Balanced Funds — — — 2.1 2.1
Property Funds 29.0 — — — 29.0
Alternative Investments
Insurance / Annuity Contract(s) — 14.7 — — 14.7
Hedge Funds and LDI — — — 64.0 64.0
International Property Funds — — — 52.7 52.7
Total Fair Value $ 545.3 $ 14.7 $ 21.7 $ 499.7 $ 1,081.4
(a) Investments are measured at fair value using the net asset value per share practical expedient, and therefore, are not classified in the fair value hierarchy.
In 2021, the pension plan's asset classified as Level 3 constitutes an insurance contract valued annually on an actuarial basis.
Cash Flows
We expect, based on current actuarial calculations, to contribute cash of approximately $ 20.0 million to our defined benefit pension plans during 2023. Cash contributions in subsequent years will depend on a number of factors including the investment performance of plan assets.
Estimated Future Benefit Payments
The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:
Estimated future payments (in millions) Pension
Benefits Postretirement Benefits
2023 $ 52.0 $ 2.3
2024 52.0 2.2
2025 53.7 2.1
2026 53.7 1.9
2027 55.2 1.8
2028 to 2032 273.0 7.7
Total payments $ 539.6 $ 18.0
73
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Supplemental Executive Retirement Plan
We also have a non-qualified Supplemental Executive Retirement Plan (“SERP”). The SERP, which is not funded, is intended to provide retirement benefits for certain executive officers who were formerly employees of Crane Currency. Benefit amounts are based upon years of service and compensation of the participating employees. We recorded a pre-tax settlement loss of $ 0.1 million in 2022. There were no pre-tax settlement gains or losses recorded in 2021. Accrued SERP benefits, which were recorded in Accrued liabilities and Accrued pension and postretirement benefits in the Consolidated Balance Sheets, were $ 2.2 million and $ 3.7 million as of December 31, 2022 and 2021, respectively. Employer contributions made to the SERP, which were recorded in Selling, general and administrative expenses in the Consolidated Statement of Operations, were $ 1.0 million, $ 0.2 million and $ 0.2 million in 2022, 2021 and 2020, respectively.
Defined Contribution Plans
We sponsor savings and investment plans that are available to our eligible employees including employees of our subsidiaries. We made contributions to the plans of $ 13.1 million, $ 12.0 million and $ 11.8 million in 2022, 2021 and 2020, respectively.
In addition to participant deferral contributions and company matching contributions on those deferrals, we provide a 3 % non-matching contribution to eligible participants. We made non-matching contributions to these plans of $ 15.5 million, $ 14.6 million and $ 14.5 million in 2022, 2021 and 2020, respectively.
74
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 7 – Stock-Based Compensation Plans
At December 31, 2022, we had stock-based compensation awards outstanding under the following shareholder-approved plans: the 2013 Stock Incentive Plan (the "2013 Plan"), 2018 Stock Incentive Plan (the "2018 Plan") and 2018 Amended and Restated Stock Incentive Plan (the “2018 Amended & Restated Plan”), applicable to employees and non-employee directors.
The 2013 Plan was approved by the Board of Directors and stockholders at the annual meeting in 2013. The 2013 Plan originally authorized the issuance of up to 9,500,000 shares of stock pursuant to awards under the plan. In 2018, in view of the limited number of shares remaining available under the 2013 Plan, the Board of Directors and stockholders approved the adoption of the 2018 Plan which authorized the issuance of up to 6,500,000 shares of Crane Holdings, Co. stock. In 2021, the Board of Directors and stockholders approved the adoption of the 2018 Amended and Restated Stock Incentive Plan which authorized the issuance of up to 4,710,000 shares of Crane Holdings, Co. stock. No further awards will be made under the 2013 Plan or 2018 Plan.
The stock incentive plans are used to provide long-term incentive compensation through stock options, restricted share units, performance-based restricted share units and deferred stock units.
Stock Options
Options are granted under the Stock Incentive Plan to officers and other key employees and directors at an exercise price equal to the closing price on the date of grant. Unless otherwise determined by the Compensation Committee which administers the plan, options become exercisable at a rate of 25 % after the first year, 50 % after the second year, 75 % after the third year and 100 % after the fourth year from the date of grant. All options granted to directors and options granted to officers and employees after 2014 expire 10 years after the date of grant.
We determine the fair value of each grant using the Black-Scholes option pricing model. The weighted-average assumptions for grants made during the years ended December 31, 2022, 2021 and 2020 are as follows:
2022 2021 2020
Dividend yield 2.05 % 3.06 % 3.05 %
Volatility 33.96 % 36.28 % 27.15 %
Risk-free interest rate 1.92 % 0.50 % 1.23 %
Expected lives in years 7.2 5.2 5.2
Expected dividend yield is based on our dividend rate. Expected stock volatility was determined based upon the historical volatility for the four-year period preceding the date of grant. The risk-free interest rate was based on the yield curve in effect at the time the options were granted, using U.S. constant maturities over the expected life of the option. The expected lives of the awards represent the period of time that options granted are expected to be outstanding.
Activity in our stock option plans for the year ended December 31, 2022 were as follows:
Option Activity Number of
Shares
(in 000’s) Weighted
Average
Exercise Price Weighted
Average
Remaining
Life (Years)
Options outstanding as of January 1, 2022 2,071 $ 74.82
Granted 115 101.72
Exercised ( 390 ) 73.37
Canceled ( 104 ) 71.40
Options outstanding as of December 31, 2022 1,692 $ 77.19 5.84
Options exercisable as of December 31, 2022 1,070 $ 75.72 4.85
Included in our share-based compensation was expense recognized for our stock option awards of $ 5.1 million, $ 6.2 million and $ 6.6 million in 2022, 2021 and 2020, respectively.
The weighted-average fair value of options granted during 2022, 2021 and 2020 was $ 32.51 , $ 20.82 and $ 15.18 , respectively. The total fair value of shares vested during 2022, 2021 and 2020 was $ 5.6 million, $ 6.3 million and $ 6.2 million, respectively.
The total intrinsic value of options exercised during 2022, 2021 and 2020 was $ 11.8 million, $ 36.4 million and $ 4.1 million, respectively. The aggregate intrinsic value of exercisable options was $ 26.5 million, $ 33.9 million and $ 29.5 million
as of December 31, 2022, 2021 and 2020, respectively.
75
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The total cash received from these option exercises during 2022, 2021 and 2020 was $ 22.8 million, $ 26.4 million and $ 8.9 million, respectively. The tax benefit realized for the tax deductions from these option exercises was $ 1.8 million, $ 5.5 million and $ 0.5 million as of December 31, 2022, 2021 and 2020, respectively.
As of December 31, 2022, there was $ 6.1 million of total future compensation cost related to unvested share-based awards to be recognized over a weighted-average period of 1.25 years.
Restricted Share Units and Performance-Based Restricted Share Units
Restricted share units vest at a rate of 25 % after the first year, 50 % after the second year, 75 % after the third year and 100 % after the fourth year from the date of grant and are subject to forfeiture restrictions which lapse over time. The vesting of performance-based restricted share units is determined in three years based on relative total shareholder return for Crane Holdings, Co. compared to the S&P Midcap 400 Capital Goods Group, with payout potential ranging from 0 % to 200 % but capped at 100 % if our three year total shareholder return is negative.
Included in our share-based compensation was expense recognized for our restricted share unit and performance-based restricted share unit awards of $ 19.1 million, $ 18.7 million and $ 15.7 million in 2022, 2021 and 2020, respectively. The tax benefit (detriment) for the vesting of the restricted share units was $ 1.2 million, $( 0.1 ) million and $( 0.1 ) million as of December 31, 2022, 2021 and 2020, respectively.
As of December 31, 2022, there was $ 30.3 million of total future compensation cost related to restricted share unit and performance-based restricted share unit awards, to be recognized over a weighted-average period of 1.94 years.
Changes in our restricted share units for the year ended December 31, 2022 were as follows:
Restricted Share Unit Activity Restricted
Share Units
(in 000’s) Weighted
Average
Grant-Date
Fair Value
Restricted share units as of January 1, 2022 548 $ 82.84
Restricted share units granted 186 101.33
Restricted share units vested ( 148 ) 83.38
Restricted share units forfeited ( 44 ) 83.99
Performance-based restricted share units granted 64 120.68
Performance-based restricted share units vested ( 64 ) 93.05
Performance-based restricted share units forfeited ( 13 ) 92.24
Restricted share units as of December 31, 2022 529 $ 92.96
Note 8 - Leases
Arrangements that explicitly or implicitly relate to property, plant and equipment are assessed at inception to determine if the arrangement is or contains a lease. Generally, we enter into operating leases as the lessee and recognize right-of-use assets and lease liabilities based on the present value of future lease payments over the lease term.
We lease certain vehicles, equipment, manufacturing facilities, and non-manufacturing facilities. We have leases with both lease components and non-lease components, such as common area maintenance, utilities, or other repairs and maintenance. For all asset classes, we applied the practical expedient to account for each separate lease component and its associated non-lease component(s) as a single lease component.
We identify variable lease payments, such as maintenance payments based on actual activities performed or costs incurred, at lease commencement by assessing the nature of the payment provisions, including whether the payments are subject to a minimum.
Certain leases include options to renew for an additional term or company-controlled options to terminate. We generally determine it is not reasonably certain to assume the exercise of renewal options because there is no economic incentive to renew. As termination options often include penalties, we generally determine it is reasonably certain that termination options will not be exercised because there is an economic incentive not to terminate. Therefore, these options generally do not impact the lease term or the determination or classification of the right-of-use asset and lease liability.
76
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In the third quarter of 2017, we entered a seven-year lease for a used airplane which includes a maximum residual value guarantee of $ 11.1 million if the fair value of the airplane is less than $ 14.4 million at the end of the lease term. We do not believe it is probable that any amount will be owed under this guarantee. Therefore, no amount related to the residual value guarantee is included in the lease payments used to measure the right-of-use asset and lease liability. We have not entered any other leases where a residual value guarantee is provided to the lessor.
We do not enter arrangements where restrictions or covenants are imposed by the lessor that, for example, relate to incurring additional financial obligations. Furthermore, we also have not entered into any significant sublease arrangements.
We use our collateralized incremental borrowing rate based on the information available at commencement date to determine the present value of future payments and the appropriate lease classification. The rate implicit in the lease is generally unknown, as we generally operate in the capacity of the lessee.
Our Consolidated Balance Sheet includes the following related to leases:
(in millions) December 31, Classification 2022 2021
Assets
Operating right-of-use assets Other assets $ 92.5 $ 96.8
Liabilities
Current lease liabilities Accrued liabilities $ 19.0 $ 22.7
Long-term lease liabilities Other liabilities 78.6 79.4
Total lease liabilities $ 97.6 $ 102.1
The components of lease cost were as follows:
(in millions) December 31, 2022 2021 2020
Operating lease cost $ 29.1 $ 31.9 $ 33.1
Variable lease cost 6.9 6.3 7.2
Total lease cost $ 36.0 $ 38.2 $ 40.3
The weighted average remaining lease terms and discount rates for our operating leases were as follows:
December 31, 2022 2021
Weighted-average remaining lease term - operating leases 11.4 9.4
Weighted-average discount rate - operating leases 3.9 % 3.6 %
Supplemental cash flow information related to our operating leases were as follows:
(in millions) December 31, 2022 2021 2020
Cash paid for amounts included in measurement of operating lease liabilities - operating cash flows $ 23.5 $ 26.9 $ 26.5
Right-of-use assets obtained in exchange for new operating lease liabilities $ 29.7 $ 17.0 $ 10.0
Future minimum operating lease payments are as follows:
(in millions) December 31, 2022
2023 $ 22.1
2024 18.0
2025 13.3
2026 10.0
2027 8.3
Thereafter 59.8
Total future minimum operating lease payments $ 131.5
Imputed interest 33.9
Present value of lease liabilities reported $ 97.6
77
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 9 – Income Taxes
Provision for Income Taxes
Our income before taxes is as follows:
(in millions) For year ended December 31, 2022 2021 2020
U.S. operations $ 133.6 $ 342.1 $ 124.9
Non-U.S. operations 429.4 160.7 99.6
Total $ 563.0 $ 502.8 $ 224.5
Our provision (benefit) for income taxes consists of:
(in millions) For the year ended December 31, 2022 2021 2020
Current:
U.S. federal tax $ 80.7 $ 39.0 $ 11.3
U.S. state and local tax 8.4 3.7 1.6
Non-U.S. tax 90.4 34.2 12.4
Total current 179.5 76.9 25.3
Deferred:
U.S. federal tax 9.2 ( 8.2 ) 16.5
U.S. state and local tax ( 13.7 ) ( 1.9 ) ( 0.1 )
Non-U.S. tax ( 13.1 ) 0.6 1.7
Total deferred ( 17.6 ) ( 9.5 ) 18.1
Total provision for income taxes * $ 161.9 $ 67.4 $ 43.4
* Included in the above amounts are excess tax benefits from share-based compensation of $ 3.0 million $ 5.5 million and $ 0.6 million in 2022, 2021 and 2020, respectively, which were reflected as reductions in our provision for income taxes in 2022, 2021 and 2020.
A reconciliation of the statutory U.S. federal tax rate to our effective tax rate is as follows:
For the year ended December 31, 2022 2021 2020
Statutory U.S. federal tax rate 21.0 % 21.0 % 21.0 %
Increase (reduction) from:
Income taxed at non-U.S. rates ( 2.3 ) % 0.2 % ( 3.1 ) %
Non-U.S. income inclusion, net of tax credits 2.0 % ( 1.5 ) % 2.3 %
State and local taxes, net of federal benefit ( 1.1 ) % 0.2 % 0.5 %
U.S. research and development tax credit ( 0.8 ) % ( 0.5 ) % ( 2.3 ) %
U.S. deduction for foreign - derived intangible income ( 1.3 ) % ( 1.0 ) % ( 0.5 ) %
Deferred tax asset related to the sale of a subsidiary 3.7 % ( 4.1 ) % — %
Nondeductible loss due to Asbestos Divestiture 6.4 % — % — %
Other 1.2 % ( 0.9 ) % 1.4 %
Effective tax rate 28.8 % 13.4 % 19.3 %
As of December 31, 2022, we have made the following determinations with regard to our non-U.S. earnings:
(in millions) Permanently reinvested Not permanently reinvested
Amount of earnings $ 425.5 $ 1,454.3
Associated tax NA * $ 15.3
* Determination of U.S. income taxes and non-U.S. withholding taxes due upon repatriation of this $ 425.5 million of earnings is not practicable because the amount of such taxes depends upon circumstances existing in numerous taxing jurisdictions at the time the remittance occurs.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Tax Related to Comprehensive Income
During 2022, 2021 and 2020, tax provision (benefit) of $ 12.7 million, $ 29.9 million and $( 13.5 ) million, respectively, related to changes in pension and post-retirement plan assets and benefit obligations, were recorded to accumulated other comprehensive loss.
Deferred Taxes and Valuation Allowances
The components of deferred tax assets and liabilities included in our Consolidated Balance Sheets are as follows:
(in millions) December 31, 2022 2021
Deferred tax assets:
Asbestos-related liabilities $ — $ 138.9
Tax loss and credit carryforwards 97.7 111.2
Inventories 31.9 29.3
Deferred tax asset related to the sale of a subsidiary — 20.6
Capitalized Research and Development 17.8 —
Pension and Post Retirement Benefits 8.4 24.1
Accrued Bonuses and Stock Based Compensation 10.2 10.4
Other 32.4 25.5
Total $ 198.4 $ 360.0
Less: valuation allowance 99.7 141.5
Total deferred tax assets, net of valuation allowance $ 98.7 $ 218.5
Deferred tax liabilities:
Basis difference in fixed assets $ ( 39.3 ) $ ( 47.4 )
Basis difference in intangible assets ( 198.2 ) ( 208.2 )
Deferred Tax on Non-U.S. Unremitted Earnings ( 15.3 ) ( 14.3 )
Other — ( 7.8 )
Total deferred tax liabilities $ ( 252.8 ) $ ( 277.7 )
Net deferred tax asset (liability) $ ( 154.1 ) $ ( 59.2 )
Balance sheet classification:
Long-term deferred tax assets 8.3 17.7
Long-term deferred tax liability ( 162.4 ) ( 76.9 )
Net deferred tax asset (liability) $ ( 154.1 ) $ ( 59.2 )
As of December 31, 2022, we had U.S. federal, U.S. state and non-U.S. tax loss and credit carryforwards that will expire, if unused, as follows:
(in millions)
Year of expiration U.S.
Federal
Tax
Credits U.S.
Federal
Tax
Losses U.S.
State
Tax
Credits U.S.
State
Tax
Losses Non- U.S.
Tax
Losses Total
2023-2027 $ — $ — $ 2.7 $ 111.2 $ 4.2
After 2027 4.8 0.7 0.9 760.7 3.7
Indefinite — — 20.8 10.5 117.5
Total tax carryforwards $ 4.8 $ 0.7 $ 24.4 $ 882.4 $ 125.4
Deferred tax asset on tax carryforwards $ 4.8 $ 0.1 $ 19.3 $ 44.2 $ 29.4 $ 97.8
Valuation allowance on tax carryforwards ( 4.8 ) ( 0.1 ) ( 19.0 ) ( 42.8 ) ( 24.7 ) ( 91.4 )
Net deferred tax asset on tax carryforwards $ — $ — $ 0.3 $ 1.4 $ 4.7 $ 6.4
As of December 31, 2022 and 2021, we determined that it was more likely than not that $ 91.4 million and $ 106.4 million, respectively, of our deferred tax assets related to tax loss and credit carryforwards will not be realized. As a result, we recorded a valuation allowance against these deferred tax assets. We also determined that it is more likely than not that a
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
portion of the benefit related to U.S. state and non-U.S. deferred tax assets other than tax loss and credit carryforwards will not be realized. Accordingly, as of December 31, 2022 and 2021, a valuation allowance of $ 8.3 million and $ 35.1 million, respectively, was established against these U.S. state and non-U.S. deferred tax assets. Our total valuation allowance as of December 31, 2022 and 2021 was $ 99.7 million and $ 141.5 million, respectively.
Unrecognized Tax Benefits
A reconciliation of the beginning and ending amount of our gross unrecognized tax benefits, excluding interest and penalties, is as follows:
(in millions) 2022 2021 2020
Balance of liability as of January 1, $ 31.6 $ 34.0 $ 39.8
Increase as a result of tax positions taken during a prior year — 0.7 5.4
Decrease as a result of tax positions taken during a prior year ( 0.6 ) ( 0.3 ) ( 0.4 )
Increase as a result of tax positions taken during the current year 3.1 2.6 1.8
Decrease as a result of settlements with taxing authorities — ( 0.8 ) ( 2.5 )
Reduction as a result of a lapse of the statute of limitations ( 5.9 ) ( 4.6 ) ( 10.1 )
Balance of liability as of December 31, $ 28.2 $ 31.6 $ 34.0
As of December 31, 2022, 2021 and 2020, the amount of our unrecognized tax benefits that, if recognized, would affect our effective tax rate was $ 30.3 million, $ 33.5 million and $ 32.6 million, respectively. The difference between these amounts and those reflected in the table above relates to (1) offsetting tax effects from other tax jurisdictions, and (2) interest expense, net of deferred taxes.
We recognize interest and penalties related to unrecognized tax benefits as a component of our income tax expense. During the years ended December 31, 2022, 2021 and 2020, we recognized interest and penalty (income)/ expense of $( 0.1 ) million, $( 2.6 ) million and $ 0.5 million, respectively, in our Consolidated Statements of Operations. As of December 31, 2022 and 2021, we had accrued $ 4.8 million and $ 4.9 million, respectively, of interest and penalties related to unrecognized tax benefits on our Consolidated Balance Sheets.
During the next twelve months, it is reasonably possible that our unrecognized tax benefits could change by $ 7.5 million due to settlements of income tax examinations, the expiration of statutes of limitations or other resolution of uncertainties. However, if the ultimate resolution of income tax examinations results in amounts that differ from this estimate, we will record additional income tax expense or benefit in the period in which such matters are effectively settled.
Income Tax Examinations
Our income tax returns are subject to examination by the U.S. federal, U.S. state and local, and non-U.S. tax authorities. With few exceptions, the years for which we filed returns that are open to examination are as follows:
Jurisdiction Year
U.S. federal 2019 - 2021
U.S. state and local 2016 - 2021
Non-U.S. 2016 - 2021
Currently, we and our subsidiaries are under examination in various jurisdictions, including Germany (2016 through 2019), Canada (2013 through 2018) and Luxembourg (2017 through 2018).
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 10 – Accrued Liabilities
Accrued liabilities consist of:
(in millions) December 31, 2022 2021
Employee related expenses $ 156.6 $ 181.9
Warranty 7.4 8.6
Current lease liabilities 19.0 22.7
Contract liabilities 142.9 101.1
Other 138.3 128.4
Total $ 464.2 $ 442.7
We accrue warranty liabilities when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Warranty provision is included in "Cost of sales" in our Consolidated Statements of Operations.
Note 11 – Other Liabilities
A summary of the other liabilities is as follows:
(in millions) December 31, 2022 2021
Environmental $ 17.6 $ 25.8
Long-term lease liabilities 78.6 79.4
Other 42.5 56.0
Total $ 138.7 $ 161.2
Note 12 - Commitments and Contingencies
Asbestos Liability
On August 12, 2022, Crane Holdings, Co., Crane Company, a wholly-owned subsidiary of Crane Holdings, Co., and Redco, then a wholly-owned subsidiary of Crane Company that held liabilities including asbestos liabilities and related insurance assets, entered into the Redco Purchase Agreement with Redco Buyer, an unrelated third party and long-term liability management company specializing in the acquisition and management of legacy corporate liabilities, whereby Crane Company transferred to Redco Buyer all of the issued and outstanding shares of Redco. In connection with the Redco Sale, Crane Holdings, Co., on behalf of Crane Company, contributed approximately $ 550 million in cash to Redco, which was funded by a combination of short-term borrowings and cash on hand. Concurrent with the completion of the Redco Sale, Redco Buyer contributed $ 83 million in cash to Redco. Pursuant to the terms of the Redco Purchase Agreement, Crane Company and Redco Buyer will each indemnify the other for breaches of representations and warranties, breaches of covenants and obligations and certain liabilities, subject to the terms of the Redco Purchase Agreement. While indemnification by each of Crane Company and Redco Buyer to the other party for breach of representations and warranties is capped at $ 83 million, in each case, based on the terms and subject to certain limitations as set forth in the Redco Purchase Agreement, liability of each of Crane Company and Redco Buyer for breaches of covenants and obligations and for indemnified liabilities is generally uncapped. Such covenants and obligations include that Redco has agreed to indemnify Crane Company and its affiliates for all claims arising out of asbestos liabilities, and Crane Company has agreed to indemnify Redco and its affiliates for all other historical liabilities of Redco, which include certain potential environmental liabilities. Crane Holdings, Co. has guaranteed the full payment and performance of Crane Company’s indemnification obligations under the Redco Purchase Agreement. Upon consummation of the previously announced separation transaction pursuant to which, among other things, all outstanding shares of Crane Company will be distributed to Crane Holdings, Co.’s stockholders, Crane Holdings, Co. will be released from its guarantee of Crane Company’s indemnification obligations under the Redco Purchase Agreement.
As a result of the Redco Sale, all asbestos obligations and liabilities, related insurance assets and associated deferred tax assets of Redco have been removed from Crane Holdings, Co.’s consolidated balance sheets effective August 12, 2022 and the
81
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Company no longer has any obligation with respect to pending and future asbestos claims. As such, Redco has been deconsolidated from our 2022 financial results, as we no longer maintain control of the entity. Therefore, for the year ended December 31, 2022, all asbestos obligations and liabilities, related insurance assets and associated deferred tax assets of Redco are no longer reported on the consolidated balance sheet. The Company recorded a loss on the divestiture of asbestos-related assets and liabilities of $ 162.4 million in the third quarter of 2022, including transaction expenses of $ 13.5 million.
The following is a summary of the loss on divestiture of asbestos-related assets and liabilities:
(in millions)
Cash $ ( 550.0 )
Current insurance receivable ( 13.8 )
Long-term insurance receivable ( 49.4 )
Deferred tax asset ( 107.9 )
Current asbestos liability 62.5
Long-term asbestos liability 509.7
Loss on divestiture of asbestos-related assets and liabilities, before transaction costs ( 148.9 )
Transaction costs ( 13.5 )
Loss on divestiture of asbestos-related assets and liabilities $ ( 162.4 )
The gross settlement and defense costs incurred (before insurance recoveries and tax effects) by us for the years ended December 31, 2022, 2021 and 2020 totaled $ 35.8 million, $ 55.2 million and $ 50.9 million, respectively. Our total pre-tax payments for settlement and defense costs, net of funds received from insurers, for the years ended December 31, 2022, 2021 and 2020 totaled $ 29.3 million, $ 44.9 million and $ 31.1 million, respectively. Detailed below are the comparable amounts for the periods indicated.
(in millions)
For the year ended December 31, 2022 2021 2020
Settlement / indemnity costs incurred (a)
$ 29.4 $ 40.6 $ 35.3
Defense costs incurred (a)
6.4 14.6 15.6
Total costs incurred $ 35.8 $ 55.2 $ 50.9
Settlement / indemnity payments $ 33.8 $ 42.6 $ 24.7
Defense payments 6.1 15.4 16.7
Insurance receipts ( 10.6 ) ( 13.1 ) ( 10.3 )
Pre-tax cash payments, net $ 29.3 $ 44.9 $ 31.1
(a) Before insurance recoveries and tax effects.
Other Contingencies
Environmental Matters
For environmental matters, we record a liability for estimated remediation costs when it is probable that we will be responsible for such costs and they can be reasonably estimated. Generally, third party specialists assist in the estimation of remediation costs. The environmental remediation liability as of December 31, 2022 is substantially related to the former manufacturing site in Goodyear, Arizona (the “Goodyear Site”) discussed below. On June 21, 2021, we completed the sale of substantially all of the property associated with what we have historically called the Goodyear Site for $ 8.7 million, retaining only a small parcel on which our remediation and treatment systems are located. We will continue to be responsible for all remediation costs associated with the Goodyear Site.
Pursuant to the terms of the Redco Purchase Agreement (referenced above), Crane Company and Redco Buyer will each indemnify the other for breaches of representations and warranties, breaches of covenants and obligations and certain liabilities, subject to the terms of the Redco Purchase Agreement. Such covenants and obligations include that Crane Company has agreed to indemnify Redco and its affiliates for all other historical liabilities of Redco, which include certain potential environmental liabilities. Crane Holdings, Co. has guaranteed the full payment and performance of Crane Company’s indemnification obligations under the Redco Purchase Agreement. Upon consummation of the previously announced
82
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
separation transaction pursuant to which, among other things, all outstanding shares of Crane Company will be distributed to Crane Holdings, Co.’s stockholders, Crane Holdings, Co. will be released from its guarantee of Crane Company’s indemnification obligations under the Redco Purchase Agreement. Prior to the effective date of the Redco Sale, the U.S. Department of Justice agreed that Crane Holdings, Co. and ultimately Crane Company following the above-referenced separation transaction, will be primarily liable for the Goodyear Site. The New Jersey Department of Environmental Protection agreed to transfer the liability of the Roseland Site to Crane Holdings, Co., and a further transfer of this environmental liability to Crane Company upon effectiveness of the separation transaction is expected. The potential liability for the Crab Orchard Site referenced below remains a direct obligation of Redco. As noted above, however, Crane Company, and Crane Holdings, Co. (as guarantor until the time of the separation transaction), have agreed to indemnify Redco Buyer against the Goodyear, Roseland, and Crab Orchard environmental liabilities. Thus, references below to “we”, and “us” refer to Crane Holdings, Co. in its capacity as the primarily responsible party for the Goodyear and Roseland Sites, and as indemnitor to the Redco Buyer on the Crab Orchard Site.
Goodyear Site
The Goodyear Site was operated by Unidynamics/Phoenix, Inc. (“UPI”), which became an indirect subsidiary in 1985 when Crane Co. (n/k/a Redco) acquired UPI’s parent company, UniDynamics Corporation. UPI is now an indirect subsidiary of Crane Holdings, Co. and will become an indirect subsidiary of Crane Company following the separation transaction. UPI manufactured explosive and pyrotechnic compounds, including components for critical military programs, for the U.S. Government at the Goodyear Site from 1962 to 1993, under contracts with the U.S. Department of Defense and other government agencies and certain of their prime contractors. In 1990, the U.S. Environmental Protection Agency (“EPA”) issued administrative orders requiring UPI to design and conduct certain remedial actions, which UPI has done. Groundwater extraction and treatment systems have been in operation at the Goodyear Site since 1994. On July 26, 2006, we entered a consent decree with the EPA with respect to the Goodyear Site providing for, among other things, a work plan for further investigation and remediation activities (inclusive of a supplemental remediation investigation and feasibility study). During the third quarter of 2014, the EPA issued a Record of Decision (“ROD”) amendment permitting, among other things, additional source area remediation resulting in us recording a charge of $ 49.0 million, extending the accrued costs through 2022. Following the 2014 ROD amendment, we continued our remediation activities and explored an alternative strategy to accelerate remediation of the site. During the fourth quarter of 2019, we received conceptual agreement from the EPA on our alternative remediation strategy which is expected to further reduce the contaminant plume. Accordingly, in 2019, we recorded a pre-tax charge of $ 18.9 million, net of reimbursements, to extend our forecast period through 2027 and reflect our revised workplan. The total estimated gross liability was $ 24.8 million and $ 32.3 million as of December 31, 2022 and 2021, respectively and as described below, a portion is reimbursable by the U.S. Government. The current portion of the total estimated liability was $ 7.7 million and $ 7.1 million as of December 31, 2022 and 2021, respectively, and represents our best estimate, in consultation with our technical advisors, of total remediation costs expected to be paid during the twelve-month period. It is not possible at this point to reasonably estimate the amount of any obligation in excess of our current accruals through the 2027 forecast period because of the aforementioned uncertainties, in particular, the continued significant changes in the Goodyear Site conditions and additional expectations of remediation activities experienced in recent years.
On July 31, 2006, we entered into a consent decree with the U.S. Department of Justice on behalf of the Department of Defense and the Department of Energy pursuant to which, among other things, the U.S. Government reimburses us for 21 % of qualifying costs of investigation and remediation activities at the Goodyear Site. As of December 31, 2022 and 2021, we recorded a receivable of $ 4.8 million and $ 7.3 million, respectively, for the expected reimbursements from the U.S. Government in respect of the aggregate liability as at that date. The receivable is reduced as reimbursements and other payments from the U.S. Government are received.
Other Environmental Matters
Roseland, NJ Site
The Roseland Site was operated by Resistoflex Corporation (“Resistoflex”), which became an indirect subsidiary in 1985 when Crane Co. (n/k/a Redco) acquired Resistoflex’s parent company, UniDynamics Corporation. Resistoflex manufactured specialty lined pipe and fittings at the site from the 1950s until it was closed in the mid-1980s. We undertook an extensive soil remediation effort at the Roseland Site following our closure and had been monitoring the Site’s condition in the years that followed. In response to changes in remediation standards, in 2014 we began to conduct further site characterization and delineation studies at the Site. We are in the late stages of our remediation activities at the Site, which include a comprehensive delineation of contaminants of concern in soil, groundwater, surface water, sediment, and indoor air in certain buildings, all in accordance with the New Jersey Department of Environmental Protection guidelines and directives.
83
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Marion, IL Site
Crane Co. (n/k/a Redco) has been identified as a potentially responsible party (“PRP”) with respect to environmental contamination at the Crab Orchard National Wildlife Refuge Superfund Site (the “Crab Orchard Site”). The Crab Orchard Site is located near Marion, Illinois, and consists of approximately 55,000 acres. Beginning in 1941, the United States used the Crab Orchard Site for the production of ordnance and other related products for use in World War II. In 1947, about half of the Crab Orchard Site was leased to a variety of industrial tenants whose activities (which continue to this day) included manufacturing ordnance and explosives. Unidynamics Corporation formerly leased portions of the Crab Orchard Site and conducted manufacturing operations at the Crab Orchard Site from 1952 until 1964. General Dynamics Ordnance and Tactical Systems, Inc. (“GD-OTS”) is in the process of conducting a remedial investigation and feasibility study for a portion of the Crab Orchard Site (the “AUS-OU”), which includes an area where we maintained operations, pursuant to an Administrative Order on Consent. A remedial investigation report was approved in February 2015, and work on the feasibility study is underway. It is unclear when the final feasibility study will be completed, or when a final Record of Decision may be issued. As noted above, we have agreed to indemnify Redco Buyer against the Crab Orchard environmental liabilities, and accordingly we act as Redco’s agent with respect to such liabilities.
GD-OTS asked Crane Co. (n/k/a Redco) to participate in a voluntary, multi-party mediation exercise with respect to response costs that GD-OTS has incurred or will incur with respect to the AUS-OU, and Crane Co. (n/k/a Redco), the U.S. Government, and other PRPs entered into a non-binding mediation agreement in 2015. We have stepped into Redco’s position as a participant in the mediation. The first phase of the mediation, involving certain former munitions or ordnance storage areas, began in November 2017, but did not result in a multi-party settlement agreement. Subsequently, Redco entered discussions directly with GD-OTS and reached an agreement, as of July 13, 2021, to contribute toward GD-OTS’s past RI-FS costs associated with the first-phase areas for an immaterial amount. We, as indemnitor, have also agreed to pay a modest percentage of future RI-FS costs and the United States’ claimed past response costs relative to the first-phase areas, a sum that has proven to be and we expect to continue to be, in the aggregate, an immaterial amount. We understand that GD-OTS has also reached agreements with the U.S. Government and the other participating PRPs related to the first-phase areas of concern.
Negotiations between GD-OTS, the U.S. Government and remaining participants are underway with respect to resolution of the U.S. Government’s liability for, and contribution claims with respect to, the remaining areas of the site, including those portions of the Crab Orchard Site where Redco’s predecessor conducted manufacturing and research activities. The participants have reached agreement in principle on a framework for resolving the U.S. Government’s share of response costs, subject to consummation of a mutually-agreeable consent decree, but we at present cannot predict whether or when these negotiations will result in a definitive agreement, or when any determination of the ultimate allocable shares of GD-OTS and U.S. Government response costs for which we may be liable is likely to be completed. It is not possible at this time to reasonably estimate the total amount of any obligation for remediation of the Crab Orchard Site as a whole because the allocation among PRPs, selection of remediation alternatives, and concurrence of regulatory authorities have not yet advanced to the stage where a reasonable estimate can be made. Insurers with contractual coverage obligations for this site have been notified of this potential liability and have been providing defense and indemnity coverage, subject to reservations of rights.
Other Proceedings
We regularly review the status of lawsuits, claims and proceedings that have been or may be asserted against us relating to the conduct of our business, including those pertaining to product liability, patent infringement, commercial, employment, employee benefits, environmental and stockholder matters. We record a provision for a liability for such matters when it is considered probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions, if any, are reviewed quarterly and adjusted as additional information becomes available. If either or both of the criteria are not met, we assess whether there is at least a reasonable possibility that a loss, or additional losses, may have been incurred. If there is a reasonable possibility that a loss or additional loss may have been incurred for such matters, we disclose the estimate of the amount of loss or range of loss, disclose that the amount is immaterial, or disclose that an estimate of loss cannot be made, as applicable. We believe that as of December 31, 2022 2021 and 2020, there was no reasonable possibility that a material loss, or any additional material losses, may have been incurred for such matters, and that adequate provision has been made in our financial statements for the potential impact of all such matters.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 13 – Financing
Our debt as of December 31, 2022 and 2021 consisted of the following:
(in millions) December 31, 2022 2021
364 -Day Credit Agreement
$ 399.6 $ —
4.45 % notes due December 2023
299.7 —
Total short-term borrowings $ 699.3 $ —
4.45 % notes due December 2023
$ — $ 299.4
6.55 % notes due November 2036
198.6 198.5
4.20 % notes due March 2048
346.5 346.3
Other deferred financing costs associated with credit facilities ( 1.4 ) ( 1.8 )
Total long-term debt $ 543.7 $ 842.4
Debt discounts and debt issuance costs totaled $ 5.6 million and $ 5.7 million as of December 31, 2022 and 2021, respectively, and have been netted against the aggregate principal amounts of the related debt in the components of the debt table above.
364-Day Credit Agreement - On August 11, 2022, the Company entered a new senior unsecured 364 -day credit facility (the “ 364 -Day Credit Agreement”) under which it borrowed term loans denominated in U.S. dollars (the “Term Loans”) in an aggregate principal amount of $ 400 million. Interest on the Term Loans accrues at a rate per annum equal to, at the Company’s option, (a) a base rate (determined in a customary manner), plus a margin of 0.25 % or 0.50 % that is determined based upon the ratings by S&P and Moody’s of the Company’s senior unsecured long-term debt (the “Index Debt Rating”) or (b) an adjusted Term SOFR (determined in a customary manner) for an interest period to be selected by the Company, plus a margin of 1.25 % or 1.50 % that is determined based upon the Index Debt Rating. The 364 -Day Credit Agreement contains customary affirmative and negative covenants for credit facilities of this type.
Commercial paper program - On July 28, 2021, we increased the size of the commercial paper program (“CP Program”) to permit the issuance of short-term, unsecured commercial paper notes in an aggregate principal amount not to exceed $ 650 million at any time outstanding. We may issue short-term, unsecured commercial paper notes pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. Prior to this increase, the CP Program permitted us to issue commercial paper notes in an aggregate principal amount not to exceed $ 550 million at any time outstanding. The other terms and conditions of the CP Program remain the same. Amounts available under the CP Program may be borrowed, repaid and re-borrowed from time to time. The notes will have maturities of up to 397 days from date of issue. The notes rank at least pari passu with all of our other unsecured and unsubordinated indebtedness. As of December 31, 2022 and 2021, there was no outstanding borrowings, respectively.
4.45% notes due December 2023 - In December 2013, we issued 10 year notes having an aggregate principal amount of $ 300 million. The notes are unsecured, senior obligations that mature on December 15, 2023 and bear interest at 4.45 % per annum, payable semi-annually on June 15 and December 15 of each year. The notes have no sinking fund requirement, but may be redeemed, in whole or part, at our option. These notes do not contain any material debt covenants or cross default provisions. If there is a change in control of the Company, and if as a consequence, the notes are rated below investment grade by both Moody’s Investors Service and Standard & Poor’s, then holders of the notes may require us to repurchase them, in whole or in part, for 101 % of the principal amount plus accrued and unpaid interest. Debt issuance costs are deferred and included in long-term debt and are amortized as a component of interest expense over the term of the notes. Including debt issuance cost amortization, these notes have an effective annualized interest rate of 4.56 %. The notes were issued under an indenture dated as of December 13, 2013. The indentures contain certain restrictions, including a limitation that restricts our ability and the ability of certain of our subsidiaries to create or incur secured indebtedness, enter into certain sale and leaseback transactions, and consolidate, merge or transfer all or substantially all of our assets and the assets of our subsidiaries.
6.55% notes due November 2036 - In November 2006, we issued 30 year notes having an aggregate principal amount of $ 200 million. The notes are unsecured, senior obligations of us that mature on November 15, 2036 and bear interest at 6.55 % per annum, payable semi-annually on May 15 and November 15 of each year. The notes have no sinking fund requirement, but may be redeemed, in whole or in part, at the option of us. These notes do not contain any material debt covenants or cross default provisions. If there is a change in control of the Company, and if as a consequence, the notes are rated below investment grade by both Moody’s Investors Service and Standard & Poor’s, then holders of the notes may require us to
85
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
repurchase them, in whole or in part, for 101 % of the principal amount plus accrued and unpaid interest. Debt issuance costs are deferred and included in long-term debt and are amortized as a component of interest expense over the term of the notes. Including debt issuance cost amortization, these notes have an effective annualized interest rate of 6.67 %. The notes were issued under an indenture dated as of April 1, 1991. The indentures contain certain restrictions, including a limitation that restricts our ability and the ability of certain of our subsidiaries to create or incur secured indebtedness, enter into certain sale and leaseback transactions, and consolidate, merge or transfer all or substantially all of our assets and the assets of our subsidiaries.
4.20% notes due March 2048 - On February 5, 2018, we completed a public offering of $ 350 million aggregate principal amount of 4.20 % Senior Notes due 2048 (the "2048 Notes"). The 2048 Notes bear interest at a rate of 4.20 % per annum and mature on March 15, 2048. Interest on the 2048 Notes is payable on March 15 and September 15 of each year, commencing on September 15, 2018. These notes do not contain any material debt covenants or cross default provisions. If there is a change in control of the Company, and if as a consequence, the notes are rated below investment grade by both Moody’s Investors Service and Standard & Poor’s, then holders of the notes may require us to repurchase them, in whole or in part, for 101 % of the principal amount plus accrued and unpaid interest. Debt issuance costs are deferred and included in long-term debt and are amortized as a component of interest expense over the term of the notes. Including debt issuance cost amortization, these notes have an effective annualized interest rate of 4.29 %. The notes were issued under an indenture dated as of February 5, 2018. The indentures contain certain restrictions, including a limitation that restricts our ability and the ability of certain of our subsidiaries to create or incur secured indebtedness, enter into certain sale and leaseback transactions, and consolidate, merge or transfer all or substantially all of our assets and the assets of our subsidiaries.
Other - As of December 31, 2022, we had open standby letters of credit of $ 66.8 million issued pursuant to a $ 170.3 million uncommitted Letter of Credit Reimbursement Agreement, and certain other credit lines. As of December 31, 2021, we had open standby letters of credit of $ 49.5 million issued pursuant to a $ 162.7 million uncommitted Letter of Credit Reimbursement Agreement, and certain other credit lines.
Revolving Credit Facility - On July 28, 2021, we entered into a $ 650 million, 5 -year Revolving Credit Agreement (the “2021 Facility”), which replaced the $ 550 million revolving credit facility that we had entered into in December 2017. The 2021 Facility allows us to borrow, repay, or to the extent permitted by the agreement, prepay and re-borrow funds at any time prior to the stated maturity date. Interest on loans made under the 2021 Facility accrues, at our option, at a rate per annum equal to (1) a base rate, plus a margin ranging from 0.00 % to 0.50 % depending upon the ratings by S&P and Moody’s of our senior unsecured long-term debt (the "Index Debt Rating"), or (2) an adjusted LIBO rate or the applicable replacement rate (determined based on “hardwired” LIBOR transition provisions consistent with those published by the Alternative References Rates Committee) for an interest period to be selected by us, plus a margin ranging from 0.805 % to 1.50 % depending upon the Index Debt Rating. The 2021 Facility contains customary affirmative and negative covenants for credit facilities of this type, including limitations on us and our subsidiaries with respect to indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of all or substantially all assets, transactions with affiliates and hedging arrangements. We must also maintain a debt to capitalization ratio not to exceed 0.65 to 1.00 at all times. The 2021 Facility also provides for customary events of default, including failure to pay principal, interest or fees when due, failure to comply with covenants, any representation or warranty made by us or any of our material subsidiaries being false in any material respect, default under certain other material indebtedness, certain insolvency or receivership events affecting us and our material subsidiaries, certain ERISA events, material judgments and a change in control of us. The undrawn portion of this revolving credit agreement is also available to serve as a backstop facility for the issuance of commercial paper. As of December 31, 2022 and 2021, there were no outstanding borrowings.
As of December 31, 2022, our total debt to total capitalization ratio was 39.5 %, computed as follows:
(in millions)
Total debt $ 1,243.0
Equity 1,904.0
Capitalization $ 3,147.0
Total indebtedness to capitalization 39.5 %
Note 14 - Fair Value Measurements
Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are to be considered from the perspective of a market participant that holds the asset or owes the liability. The standards also establish a fair value
86
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
The standards describe three levels of inputs that may be used to measure fair value:
Level 1 : Quoted prices in active markets for identical or similar assets and liabilities.
Level 2 : Quoted prices for identical or similar assets and liabilities in markets that are not active or observable inputs other than quoted prices in active markets for identical or similar assets and liabilities. Level 2 assets and liabilities include over-the-counter derivatives, principally forward foreign exchange contracts, whose value is determined using pricing models with inputs that are generally based on published foreign exchange rates and exchange traded prices, adjusted for other specific inputs that are primarily observable in the market or can be derived principally from or corroborated by observable market data.
Level 3 : Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
Valuation Technique
The carrying value of our financial assets and liabilities, including cash and cash equivalents, accounts receivable, commercial paper and accounts payable approximate fair value, without being discounted, due to the short periods during which these amounts are outstanding.
We are exposed to certain risks related to our ongoing business operations, including market risks related to fluctuation in currency exchange. We use foreign exchange contracts to manage the risk of certain cross-currency business relationships to minimize the impact of currency exchange fluctuations on our earnings and cash flows. We do not hold or issue derivative financial instruments for trading or speculative purposes. Foreign exchange contracts not designated as hedging instruments had a notional value of $ 89.7 million and $ 3.0 million as of December 31, 2022 and 2021, respectively. Our derivative assets and liabilities include foreign exchange contract derivatives that are measured at fair value using internal models based on observable market inputs such as forward rates and interest rates. Based on these inputs, the derivatives are classified within Level 2 of the valuation hierarchy. Such derivative receivable amounts are recorded within “ Other current assets ” on our Consolidated Balance Sheets and were $ 5.9 million and $ 0.0 million as of the years ended December 31, 2022 and 2021, respectively. Such derivative liability amounts are recorded within “Accrued liabilities” on our Consolidated Balance Sheets and there were no derivative liabilities for the years ended December 31, 2022 and 2021, respectively.
Available-for-sale securities consist of rabbi trust investments that hold marketable securities for the benefit of participants in our Supplemental Executive Retirement Plan. These investments are measured at fair value using quoted market prices in an active market and are therefore classified within Level 1 of the valuation hierarchy. The fair value of available-for-sale securities was $ 0.4 million and $ 1.6 million as of December 31, 2022 and 2021, respectively. These investments are included in “Other assets” on our Consolidated Balance Sheets.
Long-term debt rates currently available to us for debt with similar terms and remaining maturities are used to estimate the fair value for debt issues that are not quoted on an exchange. The estimated fair value of long-term debt is measured using Level 2 inputs and was $ 753.1 million and $ 984.9 million as of December 31, 2022 and 2021, respectively.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 15 – Restructuring
Overview
2022 Repositioning - In the fourth quarter of 2022, in response to economic uncertainty, we initiated modest workforce reductions of approximately 300 employees, or about 3 % of our global workforce. We expect to complete the program in the fourth quarter of 2023. We recorded a charge of $ 14.4 million for the year ended December 31, 2022.
2020 Repositioning - In the second quarter of 2020, we initiated actions in response to the adverse economic impact of COVID-19 and integration actions related to the Cummins-Allison acquisition. These actions include workforce reductions of approximately 1,200 employees, or about 11 % of our global workforce, and the exiting of two leased office facilities and one leased warehouse facility. We have completed this program and do not expect to incur additional restructuring charges. We recorded restructuring gain of $ 3.7 million for the year ended December 31, 2021. We recorded a charge of $ 32.1 million for the year ended December 31, 2020.
2019 Repositioning - In the fourth quarter of 2019, we initiated actions to consolidate two manufacturing operations in Europe within our Process Flow Technologies segment. In 2020, we recorded additional severance costs related to the final negotiation with the works council/union at both locations. These actions, taken together, included workforce reductions of approximately 180 employees, or less than 1 % of our global workforce. We expect to complete the program in the fourth quarter of 2023. We recorded a gain of $ 4.0 million in 2022. We recorded charges of $ 0.1 million and $ 6.1 million for the years ended December 31, 2021 and 2020, respectively.
2017 Repositioning - In the fourth quarter of 2017, we initiated broad-based repositioning actions designed to improve profitability. These actions included headcount reductions of approximately 300 employees, or about 3 % of our global workforce, and select facility consolidations in North America and Europe. In 2020, we adjusted the estimate downward to reflect the impact of employees that chose to voluntarily terminate prior to receiving severance at the conclusion of the actions in North America. In 2021, we recorded a gain on sale of real estate related to these actions. We completed the program and do not expect to incur additional restructuring charges. We recorded a restructuring gain of $ 13.3 million and $ 6.2 million for the years ended December 31, 2021 and 2020 respectively.
Other Restructuring - In the second quarter of 2020, we recorded other restructuring costs within our Payment & Merchandising Technologies segment. We do not expect to incur additional restructuring charges.
Restructuring Charges (Gains), Net
We recorded restructuring charges (gains) which are reflected in the Consolidated Statements of Operations, as follows:
(in millions) For the year ended December 31, 2022 2021 2020
Aerospace & Electronics
$ 1.5 $ — $ 6.5
Process Flow Technologies 2.3 ( 13.2 ) 6.1
Payment & Merchandising Technologies 6.2 ( 3.7 ) 19.1
Engineering Materials 0.4 — 0.6
Total restructuring charges (gains), net $ 10.4 $ ( 16.9 ) $ 32.3
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes our restructuring charges (gains) by program, cost type and segment for the years ended December 31, 2022, 2021 and 2020:
December 31, 2022 December 31, 2021 December 31, 2020
(in millions) Severance Other Total Severance Other Total Severance Other Total
Aerospace & Electronics $ 1.5 $ — $ 1.5 $ — $ — $ — $ — $ — $ —
Process Flow Technologies 6.3 $ — 6.3 — — — — — —
Payment & Merchandising Technologies 5.7 $ 0.5 6.2 — — — — — —
Engineered Materials 0.4 $ — 0.4 — — — — — —
2022 Repositioning 13.9 0.5 14.4 —
— — — — —
Aerospace & Electronics $ — $ — $ — $ — $ — $ — $ 6.5 $ — $ 6.5
Process Flow Technologies — — — ( 0.1 ) (a)
— ( 0.1 ) 3.8 — 3.8
Payment & Merchandising Technologies — — — ( 0.8 ) (a)
( 2.8 ) ( 3.6 ) 16.6 4.6 (b)
21.2
Engineered Materials — — — — — — 0.6 — 0.6
2020 Repositioning — — — ( 0.9 ) (a)
( 2.8 ) ( 3.7 ) 27.5 4.6 32.1
Process Flow Technologies $ ( 1.2 ) (a)
$ ( 2.8 ) (c)
$ ( 4.0 ) $ 0.1 $ — $ 0.1 $ 6.1 $ — $ 6.1
2019 Repositioning ( 1.2 ) (a)
( 2.8 ) (c)
( 4.0 ) 0.1 — 0.1 6.1 — 6.1
Process Flow Technologies $ — $ — $ — $ ( 0.4 ) (a)
$ ( 12.7 ) (c)
$ ( 13.1 ) $ ( 3.8 ) $ — $ ( 3.8 )
Payment & Merchandising Technologies — — — ( 0.2 ) (a)
— ( 0.2 ) ( 0.9 ) ( 1.5 ) (c)
( 2.4 )
2017 Repositioning — — — ( 0.6 ) (a)
( 12.7 ) (c)
( 13.3 ) ( 4.7 ) ( 1.5 ) (c)
( 6.2 )
Payment & Merchandising Technologies $ — $ — $ — $ — $ — $ — $ 0.3 $ — $ 0.3
Other Restructuring — — — — — — 0.3 — 0.3
Total $ 12.7 $ ( 2.3 ) $ 10.4 $ ( 1.4 ) $ ( 15.5 ) $ ( 16.9 ) $ 29.2 $ 3.1 $ 32.3
(a) Reflects changes in estimates for increases and decreases in costs related to our restructuring programs.
(b) Primarily reflects non-cash charges related to the impairment of ROU assets and leasehold improvements associated with the exit of the three leased facilities in 2020.
(c) Reflects a pre-tax gain related to the sale of real estate.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the cumulative restructuring costs incurred through December 31, 2022. We do not expect to incur additional facility consolidation costs to complete these actions as of December 31, 2022.
Cumulative Restructuring Costs
(in millions) Severance Other Total
Aerospace & Electronics $ 1.5 $ — $ 1.5
Process Flow Technologies 6.3 — 6.3
Payment & Merchandising Technologies 5.7 0.5 6.2
Engineered Materials 0.4 — 0.4
2022 Repositioning 13.9 0.5 14.4
Aerospace & Electronics $ 6.5 $ — $ 6.5
Process Flow Technologies 3.7 — 3.7
Payment & Merchandising Technologies 15.8 1.8 17.6
Engineered Materials 0.6 — 0.6
2020 Repositioning 26.6 1.8 28.4
Process Flow Technologies 14.9 ( 2.8 ) 12.1
2019 Repositioning 14.9 ( 2.8 ) 12.1
Aerospace & Electronics 1.3 ( 1.4 ) ( 0.1 )
Process Flow Technologies 13.1 ( 12.7 ) 0.4
Payment & Merchandising Technologies 11.5 0.7 12.2
2017 Repositioning $ 25.9 $ ( 13.4 ) $ 12.5
Restructuring Liability
The following table summarizes the accrual balances related to these restructuring charges by program:
(in millions) 2022 Repositioning 2020 Repositioning 2019 Repositioning 2017 Repositioning Total
Severance:
Balance as of December 31, 2020 (c)
$ — $ 4.2 $ 16.0 $ 4.7 $ 24.9
Expense (a)
— — 0.1 — 0.1
Adjustments (b)
— ( 0.9 ) — ( 0.5 ) ( 1.4 )
Utilization — ( 3.3 ) ( 4.6 ) ( 3.5 ) ( 11.4 )
Balance as of December 31, 2021 (c)
$ — $ — $ 11.5 $ 0.7 $ 12.2
Charges (Gain) (a)
14.4 — ( 1.2 ) — 13.2
Adjustments (b)
— — — — —
Utilization ( 0.2 ) — ( 7.9 ) ( 0.7 ) ( 8.8 )
Balance as of December 31, 2022 (c)
$ 14.2 $ — $ 2.4 $ — $ 16.6
(a) Included within “Restructuring charges (gains), net” in the Consolidated Statements of Operations
(b) Included within “Restructuring charges (gains), net” in the Consolidated Statements of Operations and reflects changes in estimates for increases and decreases in costs
(c) Included within Accrued Liabilities in the Consolidated Balance Sheets
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None